The Avengers
by SuperKamiGuruFTW
Summary: When an unexpected enemy emerges that threatens global safety and security, Doctor Whooves, Director of the international peacekeeping agency known as T.I.M.E., finds himself in need of a team to pull the world back from the brink of disaster. Spanning the globe, a daring recruitment effort begins.
1. We Get Ready

**Author's Note: Well after a long wait I can now give you guys the fanfic I said I'd give you. You've all seen the trailers and you know whats coming. So just sit back, relax, and enjoy the MLP:FIM version of The Avengers.**

Chapter 1: We Get Ready

In space, on a floating staircase among rocks Queen Chrysalis is speaks to a disembodied figure in a chair.

"The Tesseract has awakened." she said. "It is on a little world, a pony world. They would wield its power. But our ally knows its workings as they never will. She is ready to lead. And our force, our changelings will follow. The world will be hers...the universe, yours. And the ponies, what can they do but burn?"

Meanwhile

We find ourselves in Dodge Junction where a flying chariot approaches its destination, a scientific-military base filled with ponies running around as an evacuation was in order. The only one who was not running, standing still waiting for the chariot, was a little purple dragon wearing a black suit and shades. The chariot lands then a pegasus and an earth pony come out of it. The first one was wearing a tactical jumpsuit and had crossed eyes. The second one had an eye patch, was wearing a black leather long coat, and was brown. He was Doctor Whooves, director of the Technology of Intervention Monitoring Espionage, T.I.M.E.

"How bad is it?" the doctor asked.

"That's the problem, sir. We don't know." Spike replied.

The three agents then get on an elevator going deep into the bowels of the facility.

"Doctor Cheerilee read an energy surge from the Tesseract four hours ago" the dragon said explaining the situation.

"Cheerilee wasn't authorized to begin test phase yet" the doctor said.

"Oh, she wasn't testing it. In fact she wasn't even in the room. Spontaneous event" Spike said.

"It just turned itself on?" the pegasus, with the crossed eyes asked.

"Where are the energy levels now?" the doctor asked.

"Climbing. When Cheerilee couldn't shut it down we ordered evacuation." the purple dragon said.

"How long to get everypony out?" Whooves asked.

"Campus should be clear in the next half hour." Spike said.

"Do better." he said. The two ponies continued to make their way down to the lower levels as Spike turned around and heads the other way.

"Uh sir, evacuation may be futile." the female pegasus said.

"We should tell them to go back to sleep?" the doctor said.

"Wait if we can't control the..Tesseract's energy, uhh there may not be a umm minimum safe distance." she said.

"I need you to make sure the Phase Two prototypes are shipped out." he said.

"Sir, is that really a uh priority right now?" she asked.

"Until such time as the world ends we will act as though it intends to spin on. Clear out the tech below. Every piece of Phase Two on a truck and gone." he said.

"Yes, Sir." she said. As she left she accidentally walked into two guards but got back on track. Doctor Whooves then entered the Tesseract room where he makes his way over to Doctor Cheerilee. "Talk to me, Doctor."

"Director." she said shocked.

"Is there anything we know for certain?" he asked.

"The Tesseract is misbehaving." she replied.

"Is that supposed to be funny?" he asked.

"No, it's not funny at all. The Tesseract is not only active, she's misbehaving." she explained.

"How soon can you pull the plug?" he asked.

"She's an energy source. We turn off the power, she turns it back on. If she reaches peak level-"

"We prepared for this, Doctor. Harnessing energy from space." he said.

"We don't have the harness. My calculations are far from complete. She's throwing off interference, radiation. Nothing harmful, low levels of Gamma radiation." she said.

"That can be harmful. Where's agent Pie?" he asked.

"The pink one? Up there, as usual." she said.

"Agent Pie. Report." Whooves said over Pinkie's radio. Pinkie then zip-lined down a rope. "I gave you this detail so you could keep a close eye on things." Whooves said as he and Pinkie walked together toward the Tesseract machine.

"But I like to see better from a distance." Pinkie said.

"Have you seen anything that might set this thing off?" he asked.

"Doctor! It's spiking again." a scientist said as Pinkie and Dr. Hooves stepped onto the platform, in front of the Tesseract machine.

"Nope, nopony touched it. There were no visitors, no unauthorized ponies, no messages in or out, Doctor Cheerilee has been acting really nice to me. In fact, everypony here was real nice! We should throw a party to celebrate!" Pinkie said. **(Pinkie what are you doing that wasnt your line)** "Oh I'm sorry it wont happen again." she said.

"Who are you talking to?" Dr Whooves asked.

"Nopony! If there's any tampering, sir, it wasn't this end." she said.

"At this end?" he asked confused.

"Yeah. The Cube is like doorway to the other end of space, right? Doors open from both sides. Like when you open and close it and it- **(PINKIE!) **Sorry!"

The cube then started to flicker and it shot a ray of blue energy to the other side of the room. The ray then begans to form a portal that shook the whole facility, leaving everypony present staring, afraid.

"What's that?" Cheerilee asked.

The Cube sparks some more, getting bigger each time. Then a beam of energy which opens into a portal exploded. A could from the beam floats to the top of the chamber. On the platform is Trixie, kneeling. Several guards then move in slowly. She looks up, grinning menacingly. She then stands. Both Whooves and Pinkie stare in shock. While Cheerilee was in awe and horror. Trixie then looked around. "Ma'am, please put down the spear!" the doctor said.

Trixie just looks at her amulet then fires a stream of red light from it. Pinkie then pushes Dr. Whooves out the way. The guards then open fire but Trixie jumped at them firing more energy. Shooting scientists and agents. Pinkie then moves towards her but Trixie caught her. "You have heart." Trixie said firing a beam from her horn at Pinkie. A stream of red energy travels into Pinkie's body and her eyes turn red. She then put her gun away. Trixie then moves to another agent and does the same thing.

Doctor Whooves pulls the Cube from the machine it was in and shuts it in a briefcase, then moves to leave. "Please don't. I still need that." Trixie said.

"This doesn't have to get any messier." he said.

"Of course it does. I've come too far for anything else. I am The Great and Powerful Trixie, of Canterlot. And I am burdened with glorious purpose." she said.

"Trixie, sister of Twilight?" Cheerilee asked.

"We have no quarrel with the ponies where your from." the doctor said.

"An ant has no quarrel with a boot." she said.

"You planning to step on us?" he asked.

"I come with glad tidings, of a world made free." she said.

"Free from what?" he asked unconvinced.

"Freedom. Freedom is life's great lie. Once you accept that, in your heart." Trixie said turning and blasting at Cheerilee. "You will know peace."

"Yeah, you say peace. I kinda think you mean the other thing." he said.

"Trixie, Director Whooves is stalling. This place is about to blow and drop a hundred feet of rock on us. He means to bury us." Pinkie said.

"Like the pharaohs of old." he said.

"She's right. The portal is collapsing in on itself. We've got maybe two minutes before this goes critical." Cheerilee explained.

"Well then." Trixie said. Pinkie quickly draws her gun and shoots Dr. Whooves, who drops the case. Pinkie then picks it up as her, Trixie, Cheerilee and another agent leave the room.

Pinkie and the others walk under the closing gate. Where Derpy comes out from the back room. "We need this vehicles." she said.

"Who's that?" Derpy asked looking at the pony with a hat.

"She didn't tell me." Pinkie said. Trixie then gets onto a TIME pickup truck with Cheerilee entering the passenger seat, holding the case.

"Derpy! Do you copy? Pinkie...has turned." Dr. Whooves said over her radio.

Pinkie then pulls her gun and fires at Derpy, who went behind the back room wall. Pinkie then enters the driver's seat of the pickup and drives off with Trixie in the bed. As they drive away Derpy fires at them but misses every shot.

Dr. Whooves then stands up and rushes out as the Tesseract cloud gets bigger and bigger above him. "Get the Tesseract. Shut them down." he ordered through his radio.

Derpy then throws her radio into the front seat of a TIME jeep. She jumps in after and speeds away, trying to catch up with them. Soon TIME cars were chasing Pinkie's pickup. Trixie fires a beam from her horn, flipping a car over on its head blocking the pursuing vehicles and fleeing cars.

The portal begins to collapse as Dr. Hooves tries to escape. Falling debris misses him by a few inches.

Spike is assisting evacuation, supervising guards as the wheel crates. An explosion rocks the building that made them fall as the roof dissolved faster. The four guards try to pick up the case-

"Let's just go. No-no-no! Leave it, leave it. GO!" Spike said to the guards.

Pinkie speeds up because she's coming up on an intersection while Derpy comes speeding out of the right tunnel, she then spins the jeep around coming face to face with Pinkie, who shoots through his window. Derpy does the same thing but is firing through the windshield.

Spike and the guards climb into the canopy of the truck. "We're clear upstairs, sir...We need to go." Spike said through his radio.

Dr. Whooves runs through the front door of a building and into the last waiting flying chariot, which takes off as the ground beneath him begins to crack up.

Pinkie continues firing at Derpy with her doing the same, but finally Pinkie gets the upper hand and swings in front of Derpy cutting her off. She turns her jeep around and continues to speed behind them.

The Tesseract portal cloud explodes. The entire base explodes and crumbles in on itself sinking into the underground. Whooves watched in horror from his chariot.

The ceiling of the tunnel falls, trapping Derpy and other agents underground. Trixie looks at the exit to see if they'll make it out.

Spike and the others in the canopy stare at the ground behind their truck the ground is still collapsing, seconds behind their vehicle, they get away in time. But Trixie and the others escape the tunnel seconds before the exit is covered up by the fallen ceiling. As they drive along, Whooves's chariot chases them and Pinkie start to drive frantically as Hooves shoots at them from the sky. Trixie blasts the chariot and Whooves jumps to the ground as it crashes. But as the truck drives off he continues to fire until it was out in the distance.

"Director. Director Whooves, do you copy?" Spike asked over his radio.

"The Tesseract is with a hostile force. I have soldiers down." he said into his radio. "Derpy?"

"A lot of ponies still under. Don't know how many survivors." she said still in the jeep.

"Sound a general call. I want every living soul not working rescue looking for that briefcase." Dr. Whooves said.

"Roger that." Derpy said.

"Spike, get back to base...This is a level seven...As of right now...We are at war." Dr. Whooves said into his radio.

"What do we do?" Spike asked.

"We get ready." he responds.

_The Avengers_

**Author's Note: Well wasnt that a good opening. Okay before I continue I want to make to explain some changes that were made during the making of this fic.**

**Number 1: Luna! Luna is a ****alicorn who was originally going to be playing Loki. But she soon found that Loki was a villain and asked that I change her part because she doesn't wish to be the villain. So if I ever do the movie Twilight, No not the crappy one about the vampires, she will be playing Frigga and her and Celestia would both be sisters not married.**

******Number 2: Spike! Spike is a dragon who originally didn't have a role in my version of combining MLP with MARVEL. But after a while I decided to give him the part of Phil Coulson and I fired the guy who I originally gave it to. What was his name...Caramel I don't know.**

**********Number 3: Derpy! Derpy is a pegasus who was originally going to be doing all of Stan Lee's cameos. But I decided to give her the role of Agent Hill. Because after seeing the movie I thought she would do a good job being her.**

**********Number 4: Trixie! Trixie is a unicorn who originally didn't have a role in the story. But after Luna turned down the role I learned Trixie was available so I went to her and she took the role. She would be using the Alicorn Amulet to control her minions.**

**********You know I think I like Pinkie being controlled she can actually stay in character. But anyways the next chapter will be released really soon.**


	2. I'll Persuade You

**Author's Note: Next chapter is out. I would usually would write something clever but I cant seem to think of anything at the moment. So I'll just answer reviews.**

** S,Dlonyer: Thanks I wasnt sure if there were any mistakes.**

**On with the story.**

Chapter 2: I'll Persuade You.

We find ourselves in an underground diamond mine where a white unicorn with a purple mane is tied up. Where she was surrounded by three diamond dogs. She was then slapped by one of the dogs. "Это не так, как я хотел в этот вечер идти." the leader of the dogs said.

"Я знаю, как ты хотел в этот вечер. Поверьте мне, это лучше." the white unicorn said.

"Кто ты работаешь? Леонид, да?" the leader asked. The bigger dog then walked over to Rarity and leans the chair over a pit making her become scared. "Неужели он думает, мы должны пройти через него, чтобы переместить наш груз?"

"Я думал, генеральный Семен отвечает за экспорт бизнес." the unicorn said.

"Семен. Странствующий торговец, фронт. Ваша устаревшая информация обличает тебя. Знаменитый белый вдова, а она, оказывается, просто еще красивое лицо." the leader said.

"Вы действительно думаете, что я красивая?" the unicorn asked. The big dog then grabs her jaw and forces it open as the leader walks to the table behind him.

"Скажите Леонид мы не нуждаемся в нем, чтобы переместить танки. Скажите ему, что он отсутствует. Ну ..." the leader then picks up a tool on the table and plays with it. "You might have to write it." Suddenly a phone rings and one of the dogs answers the phone.

"Hello...Это для нее." the dog said to the leader. The leader then takes the phone away from him.

"Вы слушайте внимательно-"

"You're at 1-14 Silensky Plaza, underground. We have an F-22 exactly eight miles out. Put the woman on the phone or I will blow up the block before you can make the lobby." Spike threatened on the phone. The dog then hands the phone to Rarity, who balances it on her shoulder. "We need you to come in."

"Are you kidding? I'm working." the white unicorn said.

"This takes precedence." the dragon said.

"I'm in the middle of an interrogation, and this moron is giving me everything." she said.

"I not...give everything." the dog said to his henchmen. The unicorn just gives him a look.

"Look, you can't pull me out of this right now." she said through the phone.

"Rarity...Pinkie's been compromised." Spike said.

Rarity was just silent for a second. "Let me put you on hold." she said.

The leader moves in for the cell phone. But she kicks him between the legs and headbutts him. Then one of the dogs swings his fist at her and she kicks him back. And finally the big dog runs up and she spins around...and the chair legs hit him making him. One of the dogs then jumps to his feet while Rarity rolls with the chair and drops the legs on his feet, whips her head at him and hits him in the nose then trips him.

As she continues to fight, Spike was just listens over the phone standing there quiet waiting as he hears the groaning, kicking, and punching.

Rarity spring boards off the big dog's back, somersaults, and breaks the chair on a random dog. Big dog then grabs her and she bends his hand then hits him with the chair leg. She then does a front dropkick against the big dog then pushes herself off the ground with both hooves. Starts to runs toward the big dog **(I honestly dont remember any of the dogs names)**, who is out of breath, and flips him with her thighs. Leaving the leader standing and she swiftly walks over to the chain hanging from the ceiling. As he approaches she hits him with it, wraps one leg in it, and throws him into the pit. Leaving him upside down while she uses her horn to pick up the cell.

"Where's Pinkie now?" she asked.

"We don't know." he replied.

"But she's alive?" she asked.

"We think so. We'll brief you on everything when you get back. But first, we need you to talk to the big pony." he explained.

"Spike, you know that Dash trusts me about as far as she can throw me." she told him.

"Oh I've got Dash! You get the big pony." Rarity then stops in her tracks, shocked at what Spike just said.

"Мой Бог." she said quietly.

Later

In an unknown area we find a little white unicorn sprinting across a busy street, runs through a crowd of people, rushing down an busy alleyway. Then goes into a house and up the stairs where she sees Fluttershy treating animals with an assistant helping her. But the assistant notices her and starts to complain.

"तुम कौन हो? बाहर निकल जाओ! वहाँ बीमारी यहाँ है!" a pony said. But the unicorn ignores her and looks at the yellow pegasus.

"तुम एक डॉक्टर हो?मैं एक डॉक्टर की जरूरत है. मेरी बिल्ली. मेरी बिल्ली जाग रहा है! बुखार और कराह रही है, लेकिन उसकी आँखें नहीं खुलेगा." the little unicorn said really fast.

The pegasus hears this and moves over to the young girl. "धीरे चलिए." she said.

"मेरी बिल्ली..." the unicorn said.

"उन्हें पसंद है?" the pegasus asked pointing to the animals in the house that are sick. The young unicorn nods, starts to give her the puppy dog eyes and uses her horn to show her the money.

"Please!" she begged. The yellow pegasus couldn't say no. So she followed her.

The young unicorn then rushes to reach a shed, but Fluttershy is a little suspicious. As she arrives in the shed the girl sprints inside and Fluttershy follows slowly that by the time she enters she sees the unicorn jumping out the window. Fluttershy then realized that she's been set up.

"Should have got paid upfront Fluttershy." she said quietly to herself.

"You know, for a pony who's supposed to be avoiding stress, you picked a hell of a place to settle." Rarity said revealing herself to from behind a curtain.

"Avoiding stress isn't the secret." Fluttershy said.

"Then what is it? Yoga?" the white unicorn asked.

"And you brought me to the end of the city. Smart." the yellow pegasus said peeping through the window. "I...uh...I assume the whole place is surrounded." she asked.

"Just you and me." Rarity replied.

"And your actress buddy? She a spy too, they start that young?" the pegasus asked.

"I did." the unicorn replied.

"Who are you?" the yellow pony asked.

"Rarity." she replied.

"Are you here to kill me, Ms. Rarity? Cause that's not going to work out for everyone." Fluttershy asked a little nervous.

"No, no. Of course not. I'm here on behalf of TIME." Rarity replied.

"TIME...How'd they find me?" she asked getting a little mad.

"We never lost you, Doctor. We've kept our distance, even helped keep some other interested parties off your scent." Rarity explained.

"Why?" Fluttershy asked.

"Doctor Whooves seems to trust you. But now we need you to come in." Rarity said.

"Um what if I say no?" Fluttershy asked.

"I'll persuade you." Rarity responded.

"Umm and what if the...other pony says no?" she asked a little sad and reluctant.

"You've been more than a year without an incident. I don't think you want to break that streak." Rarity said.

"Well, I don't always get what I want." Fluttershy said.

"Doctor, we're facing a potential global catastrophe." Rarity said.

"Oh my...um those I actively try to avoid." Fluttershy said.

"This is the Tesseract." she said placing her phone that showed and image of the Tesseract on the table and sliding it towards Fluttershy. "It has the potential energy to wipe out the planet."

Fluttershy then comes closer and picks up the touch screen cell phone. "What does Whooves want me to do? Swallow it?" she asked.

"He wants you to find it. It's been taken. It emits a Gamma signature that's too weak for us to trace. No one knows Gamma radiation like you do. If there was, that's where I'd be." Rarity explained.

"So Whooves isn't after the monster?" Fluttershy asked.

"Not that he's told me." Rarity replied.

"And he tells you everything?" Fluttershy asked.

"Talk to Whooves, he needs you on this." Rarity said.

"He needs me in a cage?" Fluttershy asked.

"No one's going to put you in a-"

"STOP LYING TO ME!" Fluttershy yelled, crashing his hooves down on the table. Rarity horn then started to glow ready to defend herself. Fluttershy just draws back, smiling.

"Oh I'm sorry. That was mean. I just wanted to see what you'd do." Fluttershy said. Rarity just stares at her scared out of her mind. "Why don't we do this the easy way where you don't use that and the...other pony doesn't make a mess? Okay?...Rarity."

Rarity stops glowing and she puts her hoove on her ear. "Stand down. We're good here." she said quietly through her earpiece. The horde of armed guards surrounding the shed then lowered their weapons.

"Just you and me?" Fluttershy said. Rarity then realized that she knows and stands silent.

**Author's Note: Well another chapter is out of the way. For those of you that don't know the languages their Russian and Hindi. Tune in next time to see that I introduce more characters.**


	3. I Was Having Twelve Percent of a Moment

**Author's Note: Well after doing somethings I can finally give you the next chapter. But I'm sure you don't want to hear it so here's the next chapter.**

Chapter 3: I Was Having Twelve Percent of a Moment

Doctor Whooves is talking with the Council, four shadowy figures on screens. "This is out of line, Director. You're dealing with forces you can't control."

"You ever been in a war, councilmare? In a fire fight? Did you feel an over abundance of control?" Whooves said.

"You're saying that this Canterlot is declaring war on our planet?"

"Not Canterlot, Trixie." he corrected.

"She can't be working alone. What about the other one, her sister?"

"Our intelligence says Twilight is not a hostile. But she's worlds away and we can't depend on her to help either. It's up to us." the brown pony said.

"Which is why you should be focusing on Phase Two, it was designed for exactly this purpose."

"Phase Two isn't ready, our enemy is. We need a response team." he told them.

"The Avengers Initiative was shut down."

"This isn't about the Avengers." he said.

"We're running the world's greatest covert security network and you're gonna leave the fate of the pony race to a handful of freaks."

"I'm not leaving anything to anyone. We need a response team. These ponies may be isolated, unbalanced even, but I believe, with the right push, they can be exactly what we need." Doctor Whooves explained.

"You believe! War isn't won by sentiment, Director."

"No, It's won by soldiers." Whooves said leaving them.

Meanwhile

In a gym Applejack is hitting a punching bag. But while she was hitting it she was having flashbacks about her past.

_"There's not enough time. I gotta put her in the water."_

She hits the bag harder and even faster.

_"You won't be alone."_

She then hits the bag even faster.

_"Oh my God. This pony is still alive."_

She turns 180 degrees throws the hardest buck with the back of her hooves and sends the bag flying against the wall. Breathing hard, Applejack picks up another bag from a line on the floor and hangs it up to hit it.

"Trouble sleeping?" Doctor Whooves asked across the room.

"Slept for seventy years, sir. I think I've had my fill." she said as she hit the bag.

"Then you should be out, celebrating, seeing the world." he said coming closer to her.

"When I went under, the world was at war. I wake up they say we won. They didn't say what we lost." she said removing the wraps on her hooves.

"We've made some mistakes along the way, some very recently." he said.

"You here with a mission, sir?" she asked.

"I am." he replied.

"Trying to get me back in the world?" she asked.

"Trying to save it." he responded

Whooves then hands Applejack a folder with information on the Tesseract in it. "Hydra's secret weapon." she said.

"Howard Dash fished that out of the ocean when he was looking for you. He thought what we think. The Tesseract could be the key to unlimited sustainable energy. That's something the world sorely needs." Hooves explained.

"Who took it from you?" the orange pony asked.

"She's called Trixie. She's...not from around here. There's a lot we'll have to bring you up to speed on if you're in. The world has gotten even stranger than you already know." he said.

"At this point I doubt anything would surprise me." Applejack said getting up, grabbing her duffel bag, and another punching bag while Whooves is talking.

"Ten bits says you're wrong. There's a debriefing packet waiting for you back at your apartment. Is there anything you can tell us about the Tesseract that we ought to know now?" Hooves asked.

"You should have left it in the ocean." Applejack said before she was gone.

Meanwhile **(again)**

We find Iron Dash underwater attaching a device to a massive pipe. She then flies up out of the water and towards the city. "**Good to go on this end. The rest is up to you.**" she said to her assistant.

"You disconnected the transmission lines? Are we off the grid?" Scootaloo asked.

"**Dash Tower's about to become a beacon of self-sustaining clean energy.**" she explained.

"Well, assuming the arc reactor takes over and it actually works." the assistant asked.

"**I assume. Light her up.**" Dash ordered heading towards her tower. And after a while Dash Tower starts to lights up.

"How does it look?" Scootaloo asked.

"**Like Christmas but with more...me.**" Rainbow Dash explained.

"We've got to go wider on the public awareness campaign. You need to do some press. I'm in Fillydelphia tomorrow. I'm working on the zoning for the next three buildings-"

"**Scootaloo, you're killing me at the moment. Remember, enjoy the moment.**" Dash said.

"Then get in here and I will." the assistant said. Iron Dash then lands on the landing pad of the tower and walks along a walkway while robotic arms deconstructing her armor.

"Ma'am, Agent Spike of Time is on the line." her computer JARVIS said.

"I'm not in. I'm actually out." she told her computer

"Ma'am, I'm afraid he's insisting." JARVIS said.

"Grow a spine, JARVIS. I got things to do." she said heading inside. Scootaloo is standing in front of a holographic display, a little confused.

"Levels are holding steady...I think." Scootaloo said. Dash then approaches her.

"Of course they are, I was directly involved." Rainbow said as she turns off the display and Scootaloo and her face each other. "Which leads me to my next question. How does it feel to be a genius?"

"Well, ah, I really wouldn't know now would I?" the assistant replied.

"What do you mean? All this came from you." the blue pegasus said.

"No, all this came from that." she said pointing at Rainbow's arc reactor.

"Give yourself some credit, please. Dash Tower is your baby. Give yourself...twelve percent of the credit." the pegasus with the destroyed wings said.

"Twelve percent?" the assistant said.

"An argument can be made for fifteen." Dash said as Scootaloo walks toward the living room.

"Twelve percent of my baby?" the assistant asked.

"Well, I did do all the heavy lifting. Literally, I lifted the heavy things and sorry but, the security snafu? That was on you." Rainbow explained following her.

"Oh!" the assistant said understanding.

"My private elevator-"

"You mean our elevator." the assistant said.

"Yeah, it was teeming with sweaty workponies...I'm going to pay for that comment about percentages in some subtle way later aren't I?" Rainbow asked.

"Not gonna be that subtle." the assistant said.

"I'll tell you what, next building is gonna say Scootaloo on the tower." Dash said.

"On the lease!" Scootaloo said.

"Call your mom, can you bunk over?" Dash asked.

"Ma'am, the telephone. I'm afraid my protocols are being overridden." JARVIS said. Dash then picks up her high-tech phone and holds it up.

"Ms. Dash, we need to talk." Spike said through the phone.

"You have reached the Life Model Decoy of Rainbow Dash. Please leave a message." she said.

"This is urgent." the dragon said.

"Then leave it urgently." she said. The elevator then opens and Spike comes out. "Security breach...That's on you!" she said to Scootaloo.

"Spike! Come in!" Scootaloo said as she and Rainbow Dash both walk over to Spike.

"Spike? Uh, his first name is Agent." Dash said.

"Come on in, we're celebrating." Scootaloo said.

"Which is why he can't stay." Rainbow said. Spike then hands her a laptop.

"We need you to look this over, as soon as possible." Spike said.

"I don't like being handed things." she told the dragon.

"That's fine because I love to be handed things." Scootaloo said taking the laptop from Spike. She then passes it to Rainbow Dash.

"Official consulting hours are between eight and five every other Thursday." Dash said going to other side of the room.

"This isn't a consultation." Spike said.

"Is this about the Avengers?" Scootaloo asked making Spike look at her. "Which I know nothing about."

"The Avengers Initiative was scrapped, I thought, and I didn't even qualify." Dash told her.

"I didn't know that either." Scootaloo said.

"Yeah, apparently I'm volatile, self-obsessed, don't play well with others." Rainbow said checking out the laptop.

"That I did know." the assistant said.

"This isn't about personality profiles anymore." Spike said.

"Whatever! Scoots, got a sec?" Dash asked.

"Hold on a moment." Scootaloo said leaving Spike at the door as she goes over to Dash.

"You know, I thought we were having a moment." Rainbow said.

"I was having twelve percent of a moment." the assistant said. "This seems serious. Spike looks pretty shaken."

"How would you notice? Why is he Spike?" Dash asked.

"What is all this?" Scootaloo asked.

"This is ah..." Rainbow Dash then grabs the holograms on the laptop and throws them up and they fill the room showing Applejack, Fluttershy, Twilight, Pinkie, and Rarity in action. "...this!" The ponies both look upon the screens, observing them.

"I'm going to fly over to Fillydelphia tonight." Scootaloo said.

"Tomorrow." Dash said.

"You have homework. You have a lot of homework." Scootaloo said.

"Well, what if I didn't?" Rainbow asked.

"If you didn't? You mean when you finished? Well, um, then..." She then leans in and whispers in Rainbow Dash's ear.

"Square deal. Fly safe." Rainbow Dash said.

"Work hard." Scootaloo said leaving.

"So, any chance you're flying by LaGuardia?" Spike asked.

"I can drop you off." Dash said.

"Fantastic. Ooh, I want to hear about the ah..cellist, is that still a thing?" Scootaloo said. Rainbow Dash then sees the Tesseract and becomes interested.

"She moved back to Tartarus." Spike said.

"What?...Boo." Scootaloo said before she was out of the room.

**Author's Note: Well I hope you enjoyed that. Also I want to explain something. Scootaloo is pretty much Rainbow Dash's assistant but they really have a big sister little sister relationship. So tune in next time for the next chapter.**


	4. We Got All The Toys

**Author's Note: Well here's another chapter to this story. Who would have thought someone didn't think of this already...What?... O_O What do you mean someone already did this. FUCK! Oh well enjoy the next chapter while I get the rage out of me.**

Chapter 4: We Got All The Toys

We find a chariot flying over the sea at high-speed with Applejack watching a video of the Flutterhulk. "We're about forty minutes out from home base, Sir." the pony driving the chariot said as Spike stands from a chair and walks over to Applejack.

"So, this Doctor Fluttershy was trying to replicate the serum they used on me?" Applejack said.

"A lot of ponies were. You were the world's first superhero. Fluttershy thought Gamma radiation might hold the key to unlocking Zecora's original formula." Spike explained.

"Didn't really go her way, did it?" she asked.

"Not so much. When she's not that thing though, ponies like Bill Neigh." the dragon said. Applejack just looked at him confused. "She's like a...smart pony. I gotta say...its an honor to meet you, officially. I sort of met you, I mean, I watched you while you were sleeping. I mean, I was, I was present, while you were unconscious from..the..ice." Applejack then moves over to the other side and Spike follows her. "You know it's really...it's just a huge honor to have you on board..it's-"

"Well, I hope I'm the pony for the job." she said stopping him.

"Oh you are, absolutely. Ah...we made some modifications to the uniform. I had a little design input." he said.

"The uniform? Aren't the stars and stripes a little...old-fashioned?" she asked.

"Everything that's happening, the things that are about to come to light, ponies might just need a little old-fashioned." Spike said.

Meanwhile

We find two soldiers run down a tunnel into a lab where dozens of ponies are working. Trixie sits and watches them with her spear in her hoof. Her horn then glows and she is transported to another world. "The Changelings grow restless." Queen Chrysalis said.

"Let them goad themselves. I will lead them in a glorious battle." Trixie told her.

"Battle? Against the meager might of Equestria." the queen said.

"Glorious not lengthy..if your force is as formidable as you claim." Trixie said.

"You question us? You question him? He who out the amulet in your neck, who gave you ancient knowledge and new purpose? When you were cast out...defeated!" the queen said outraged.

"I was a queen! The rightful queen of Canterlot, betrayed." Trixie bragged.

"Your ambition is little, full of childish need. We look beyond Equestria to greater worlds the Tesseract will unveil." she said.

"You don't have the Tesseract yet." that made the Changelings lunges at Trixie hissing. "I don't threaten. But until I open the doors, until your force is mine to command, you are but words."

"You will have your war, unicorn. If you fail, if the Tesseract is kept from us, there will be no realm, no barren moon, no crevice, where he cannot find you. You think you know pain? He will make you long for something as sweet as pain." Queen Chrysalis threatened.

Trixie then flinches as she comes back and starts getting mad.

Meanwhile

A chariot flies to a giant carrier in the water, it is a TIME's temporary headquarters. Personnel are walking all over, some are strapping down chariots and containers. A chariot lands and both Spike and Applejack step out of it. Then Rarity walks toward them. "Agent Rarity, Captain Applejack." Spike said introducing.

"Ma'am." Applejack said to Rarity.

"Hi." Rarity said to Applejack before turning her attention to Spike. "They need you on the bridge, they're starting the face trace."

"See you there." Spike said leaving the two ponies alone.

"It was quite the buzz around here, finding you in the ice. Thought Spike was gonna swoon. Did he ask you to sign his Captain Equestria trading cards yet?" Rarity asked.

"Trading cards?" Applejack asked confused.

"They're vintage. He's very proud." Rarity explained. They then see Fluttershy bumping into ponies while she apologizes to everypony she bumps into.

"Doctor Fluttershy." Applejack said to her.

"Oh, um yeah, hi. They told me you'd be coming." Fluttershy said nervous.

"Word is you can find the Cube." Applejack said.

"Oh is that the only word on me?" Fluttershy asked.

"Only word I care about." Applejack replied.

"Um it must be strange for you, all of this." Fluttershy said looking around.

"Well, this is actually kind of familiar." Applejack told her.

"Ladies, you might wanna step inside in a minute. It's gonna get a little hard to breathe." Rarity said heading inside.

"Flight Mode. Secure the deck." the intercom said. Then there's a loud whirring and clunking sound and Fluttershy and Applejack make their way to the edge of the carrier.

"Is this a submarine?" Applejack asked.

"Really, they want me in a submerged pressurized metal container?" Fluttershy asked becoming frightened. Propellers begin to spin and the carrier begins to lift into the air. "Oh no, this is much worse." she said afraid. The base then begins ascending higher and higher into the air.

Later

Both Applejack and Fluttershy follow Rarity into the bridge. Rarity just peels away from them as they stare and observe the base in awe. It's very busy, with TIME personnel working at stations, and communicating over earpieces.

"All engines operating. TIME emergency protocol one nine ummm...uhh three point six in effect. We're at level, sir." Derpy said to Doctor Whooves.

"Good! Let's vanish." Whooves requested.

"Engage retro r-r-reflection panels." Derpy said. The underside of the base appears to become coated with mirrors so it blends in with the sky.

"Reflection panels engaged." an agent said.

"Ladies." Whooves said heading towards the two ponies. Applejack walks over to him and slips ten bits in a bag she bet earlier, in regards to nothing being able to surprise her. "Doctor, thank you for coming."

"Thanks for asking nicely. So, um, how long am I staying?" Fluttershy asked.

"Once we get our hands on the Tesseract, you're in the wind." Whooves replied.

"Well where are you with that?" Fluttershy asked.

"Take it Spike!" Whooves said.

"We're sweeping every wirelessly accessible camera on the planet. Cell phones, laptops, if it's connected to a satellite, it's eyes and ears for us." Spike explained.

"It's still not gonna find them in time." Rarity told Whooves.

"You have to narrow your field. How many Spectrometers do you have access to?" Fluttershy asked.

"How many are there?" Whooves asked.

"Call every lab you know. Tell them to put the Spectrometers on the roof and calibrate them for Gamma rays. I'll rough out a tracking algorithm, basic cluster recognition. At least we could rule out a few places. Do you have somewhere for me to work?" Fluttershy asked.

"Agent Rarity, would you show Doctor Fluttershy to her laboratory, please?" Whooves asked. Rarity then walks over to Fluttershy and they begin walking out of the bridge area.

"You're gonna love it, Doc. We got all the toys." Rarity told her.

"Really? Do you have the com-meter sixty-four?" Fluttershy asked.

"I'm not sure-"

"Oh you're very young." Fluttershy said interrupting her.

**Author's Note: Well hope you guys enjoyed that. Tune in next time for the next chapter.**


	5. Captain, You're Up

**Author's Note: God Mid-terms are killing me. But at least I can give you guys the next chapter to this.**

Chapter 5: Captain, You're Up

Underground we find Cheerilee working on a machine in Trixie's hidden base. "Put it over there." she told one of the scientists before turning to Pinkie. "Where did you find all these ponies?"

"TIME has no shortage of enemies, Doctor. This the stuff you need?" the pink pony asked showing her an image on a screen.

"Yeah. Iridium. It's found in meteorites, it forms anti-protons. It's very hard to get hold of." Cheerilee explained.

"Especially if TIME knows you need it." the controlled Pinkie Pie said.

"Well, I didn't know." she said. Trixie then walks up to them. "Hey! This is wonderful. The Tesseract has shown me so much. It's more than knowledge, it's truth."

"I know. What did it show you Agent Pie?" the unicorn asked.

"My next target." the controlled pony replied.

"Tell me what you need." Trixie ordered. Pinkie walks over to a small case, opens it, then takes out her bow and flicks it open.

"I need a distraction. And an eyeball."

Meanwhile

Spike and Applejack are standing in the bridge, just waiting. "I mean, if it's not too much trouble." Spike said.

"No-no, it's fine." Applejack reasurred him.

"It's a vintage set. Took me a couple of years to collect them all. Near mint, slight foxing around the edges but-"

"We got a hit. Sixty seven percent match. Wait...cross-match, seventy nine percent." Agent Caramel said.

"Location?" Spike asked.

"Ponyville. She's not exactly hiding." Agent Caramel said.

"Captain?" Whooves said to Applejack. "You're up." Applejack nods and walks off.

Meanwhile

We find ourselves in Ponyville where a high class ball was being held. Inside a group of ponies were playing String quartet No. 13 while others were talking.

Two guards outside are shot down with arrows while securing the building.

While inside Trixie was on a balcony.

Pinkie and some other ponies rush over to a door with a scanner on the side preparing to break in.

Trixie walks down some stairs from a balcony. She fires a beam from her horn at a pony, knocking him out cold. The ponies at the party stared at her, shocked, but they don't have time to react until Trixie grabs the host and pins her down on the table in the middle of the ballroom. Using her magic, she takes a device and bores into her eye and starts removing the pony's eyeball. The guests scatter in horror, screaming, running away as Trixie smiles menacingly enjoying the moment of it.

The image of the eye is transported to a similar device Pinkie is holding over a retina scanner and the door opens. She runs in and takes a glass tube containing the Iridium.

Ponies flee the ball, screaming, and Trixie follows, with her Canterlot attire. She then uses her horn to blasts a coach speeding toward her, flipping it over. She then creates duplicates of herself, surrounding a mob of ponies. "Kneel before me. I said...KNEEL!" Trixie ordered with her horn flashing a blinding light. The ponies then quickly dropped to their knees. "Is not this simpler? Is this not your natural state? It's the unspoken truth of ponykind, that you crave subjugation. The bright lure of freedom diminishes your life's joy in a mad scramble for power, for identity. You were made to be ruled. In the end...you will always kneel." she said walking through the mob. Then an old green mare gets up.

"Not to ponies like you." the old pony said.

"There are no ponies like me." Trixie said.

"There are always ponies like you." the old pony said.

"Look to your elder, ponies. Let her be an example." Trixie fires a beam from her horn at the old pony, but a mare dressed in a blue suit, with red and white stripes on the waist, a silver star in her chest, and a slightly bulky blue helmet with the letter 'E' jumps in front of the old mare deflecting the beam off her shield causing it to hit Trixie, making her fall to the ground.

"You know, the last time I was in Ponyville and saw a stallion standing above everypody else, we ended up disagreeing." Captain Equestria said.

"The soldier!" Trixie rises to her feet. "The pony out of time."

"I'm not the one who's out of time." Captain Equestria said.

A flying chariot comes in behind her with White Widow inside and a gun unfolds from the underside of the it. "Trixie, drop the weapon and stand down." she ordered.

Trixie just fires at the chariot and it backs away hard to avoid it. Captain Equestria then attacks Trixie and the two fight. But Trixie knocks her shield to the side and forces her down. "Kneel!" Trixie ordered.

"Not today." Captain Equestria jumps up and does a spin-kick to Trixie's face and the two continue to fight.

While in the Chariot Rarity, in her White Widow suit, is trying to figure out how to take a shot. "This one is all over the place." she said.

"**Agent Rarity, you miss me?**" Iron Dash said through her ear piece.

_Shoot to thrill play to kill_  
_I got my gun at the ready gonna fire at will_  
_Cause I shoot to thrill and I'm ready to kill_

Iron Dash flies down and fires a repulsor blast, knocking Trixie down.

_And I can't get enough and I can't get my fill_  
_Cause I shoot to thrill play it again_

"**Make a move Gandalf.**" Iron Dash said with rockets and missiles pointing towards the unicorn.

Trixie's Canterlot garb fades away and she raises his hooves in the air in defeat.

"**Good move.**" she replied.

Captain Equestria walks over to Iron Dash while the chariot begins to land.

"Ms. Dash." Captain Equestria said to her.

"**Captain.**" Iron Dash replied.

**Author's Note: Well I aside from all the Mid-terms I had to do this chapter was fun making. If some of you don't know, if I ever do Captain Equestria the First Avenger war will start between Manehatten and Ponyville. Whats gonna happen next? Find out next time.**


	6. Put That Hammer Down

**Author's Note: Well tomorrows my last Mid-term then I'm free to do what ever I want. So anyways here's a chapter I'm sure you guys are gonna like.**

Chapter 6: Put That Hammer Down

Inside the chariot Rarity is piloting it, while both Applejack and Rainbow Dash were standing guard towards Trixie who was strapped down in the back, "She saying anything?" Whooves asked through Rarity's headset.

"Not a word." she replied.

"Just get her here, we're low on time." Whooves said ending the transmission. While in the back of the chariot.

"I don't like it." Applejack said.

"What? Rock of Ages giving up so easily?" Dash asked.

"I don't remember it being that easy. This pony packs a wallop." Applejack told Rainbow.

"Still, you were pretty spry, for an older mare. What's your thing? Pilates?" Rainbow asked.

"What?" Applejack said confused.

"It's like calisthenics. You might have missed a couple of things. Y'know, doing time as a Cap-sicle." Dash explained.

"Whooves didn't tell me he was calling you in." Applejack said.

"Yeah, there's a lot of things Whooves doesn't tell you." Rainbow said.

Suddenly there's a flash of lightning and a roar of thunder.

"Where did this come from?" Rarity asked. Trixie leans forward, looking around.

"What's the matter? Scared of a little lightning?" Applejack asked Trixie.

"I'm not overly fond of what follows." Trixie replied as she looks to the sky. Then there's a crash on top of the chariot. Making everyone in the chariot shocked. There seems to be a shadowy figure holding onto the chariot. Rarity starts to speeds up while Applejack grabs her cowl and Rainbow Dash grabs her helmet which attached itself to the suit. She then pushes a button and opens the ramp of the chariot.

"What are you doing?" Captain Equestria asked. The figure then jumps down on the ramp revealing to be Twilight Sparkle, Goddess of Thunder. She hits Iron Dash away, causing her to fall on Captain Equestria, grabs Trixie by the neck and jumps out of the chariot.

"**Now there's that pony.**" Iron Dash said.

"Another one from Canterlot?" Rarity asked.

"Is she friendly." Captain Equestria asked.

"**Doesn't matter. If she frees Trixie, ****or kills her, the Tesseract's lost.**" Iron Dash explained while walking to the edge of the ramp.

"Dash, we need a plan of attack." Captain Equestria said.

"**I have a plan. Attack!**" she then flies out of the chariot. Captain Equestria then puts on a parachute.

"I'd sit this one out, Cap." Rarity insisted.

"I don't see how I can." Applejack said.

"These ponies come from legend, they're basically Goddess." Rarity said.

But Captain Equestria ignores her as she grabs her shield and dived out the chariot.

On cliff above the Everfreee forest Twilight and Trixie crash down and Twilight throws Trixie to the ground. "Where is the Tesseract?" Twilight ordered.

"Oh ho, I missed you too." Trixie said mocking her.

"Do I look like I'm in a gaming mood?" Twilight asked.

"Oh, you should thank me. With the Windigoes gone, how much dark energy did the All-Mother have to muster to conjure you here? To your precious Equestria." Trixie said.

Twilight drops her hammer and pulls Trixie over to her. "I thought you were dead." Twilight said.

"Did you mourn?" Trixie asked.

"We all did. Our mother-"

"YOUR mother." Trixie said getting out of Twilight's grip. "She did tell you my true parentage, did she not?"

"We were raised together, we played together, we fought together. Do you remember none of that?" Twilight asked.

"I remember a shadow, living in the shade of your greatness. I remember you tossing me into an abyss. I who was and should be queen!" Trixie said.

"So you take the world I love as recompense for your imagined slights? No. Equestria is under my protection, Trixie." Twilight said. Trixie just laughs.

"And you're doing a marvelous job! The ponies slaughter themselves in droves while you idly fret. I mean to rule them. And why should I not?" Trixie asked.

"You think yourself above them?" Twilight asked.

"Well yes." Trixie replied.

"Then you miss the truth of ruling, sister. Throne would suit you ill." Trixie pushes past Twilight and walks away with Twilight following.

"I've seen worlds you've never known about. I have grown, Celestia's daughter, in my exile. I have seen the true power of the Tesseract, and when I wield it-"

"Who showed you this power? Who controls the would-be-queen?" Twilight asked.

"I AM A QUEEN!" Trixie shouted.

"NOT HERE. GIVE UP THE TESSERACT, GIVE UP THIS POISONOUS DREAM" Twilight shouted but starts become sad. "...and come home." she begged.

"I don't have it." Trixie said. Twilight then gets furious, she then uses her horn to summon Mjolnir and holds it ready. "You need the Cube to bring me home but I've sent it off I know not where."

"You listen well sister-"

Iron Dash flies in and knocks Twilight off the cliff leaving Trixie standing on the cliff waiting. "I'm listening?"

Twilight and Iron Dash crash through the trees to the ground. Rainbow Dash then lifts her faceplate.

"Do not touch me again." Twilight said to Dash.

"Then don't take my stuff." Rainbow said.

"You have no idea what you're dealing with." Twilight said.

"Uh Shakespeare in the park? Doth mother know you wear-th her drapes?" Dash said mocking her.

"This is beyond you, metal pony. Trixie will face Canterlot justice." Twilight said.

"She gives up the Cube, she's all yours. Until then." Her faceplate drops. "**Stay out of the way.**" Iron Dash said walking away. "**Tourist.**"

Twilight throws Mjolnir, hitting Iron Dash square in the chest, sending her flying, landing on her back. "Okay!" Rainbow Dash said in her suit.

While on the cliff Trixie was getting comfortable so she can enjoy what was coming.

Twilight uses her horn to summons Mjolnir then swings it in circles. Iron Dash gets on her feet and fires a repulse blast at Twilight, then flies at her, kicking her through a tree. Twilight then stands, summoning a bolt of lightning through her horn and sends it the bolt at Iron Dash.

"Power at 400% capacity." JARVIS said in Rainbow Dashes suit.

"How bout that?" Rainbow said surprised sending a powerful blast in Twilights's direction.

The two stand ready then fly at each other, smashing through the trees and scraping up a cliff side. Trees are toppled as they crash to the forest grounds. Twilight and Iron Dash stand quickly. Iron Dash is about to punch her, but Twilight grabs her gauntlet. Iron Dash is then about to send in her left hoof and Twilight grabs that too. She then begins to crush Iron Dash's right gauntlet with ease. Iron Dash lifts her hoof and she fires a blast at Twilight's face but it does nothing to her so she head butts her. Twilight just head butts her back sending Iron Dash back, but she came to a stop before launching himself at Twilight.

Iron Dash throws Twilight into a broken tree. But Twilight get up and the two go at it for a bit longer until Iron Dash is down on the ground. Twilight then uses her horn and summons her hammer about to slam down on Iron Dash's chest but she ditches, causing Twilight to fall. Behind the rising unicorn, Iron Dash swoops in and punches her. They get ready to sends blows at each other until Captain Equestria's shield ricochets off both their chests. "Hey!" Applejack shouted catching her shield. "That's enough!" she then jumps off the tree and approaches Twilight and Iron Dash. "Now I don't know what you plan on doing here-"

"I've come here to put an end to Trixie's schemes!" Twilight said.

"Then prove it. Put that hammer down." Applejack asked.

"**Uh, yeah! No! Bad call, she loves her hammer-**"

Twilight swings her hammer back, sending Iron Dash behind her. "You want me to put my hammer down?" Twilight asked. She then leaps, swinging Mjolnir, while Captain Equestria raises the shield over her head.

When the two connect there is a loud boom and a flash of light sending the Twilight backwards.

After a while Iron Dash struggles to get up while Captain Equestria remains on the exact same spot she was earlier. Twilight then walks up to the two of them. Soon the pegasus, alicorn and earth pony were seeing the destruction around them.

"Are we done here?" Applejack asked.

**Author's Note: Well I said it once I'll say it again. This chapter was fun making. I know I said it before but this is one of my favorite chapters. So what happens next? Find out next time.**


	7. It's a Terrible Privilege

**Author's Note: Hooray the semester is over, I'm FREE! To celebrate here's the next chapter.**

Chapter 7: It's a Terrible Privilege

Inside of the TIME carrier Trixie is being escorted down the halls by a troop of armed guards. Trixie is then locked in a cylindrical glass cage. Dr. Whooves walks in and goes over to a control panel. "In case it's unclear, you try to escape...you so much as scratch that glass." he pushes a button and the floor beneath the cell drops away to nothing making the wind scream. "Thirty thousand feet straight down in a steel trap. You get how that works?" He pushes a button and closes the floor. "Ant. Boot." he concluded gesturing first to Trixie then the panel.

"It's an impressive cage. Not built, I think, for me." Trixie said.

"Built for something a lot stronger than you." Whooves told her.

"Oh I've heard." she said turning her head towards a camera. "A mindless beast...who thinks she's still a pony. How desperate are you, that you call on such lost creatures to defend you?"

"How desperate am I?" Whooves moves toward the cage slowly. "You threaten my world with war, you steal a force you can't hope to control, you talk about peace and you kill cause it's fun. You have made me very desperate. You might not be glad that you did."

"Ooh. It burns you to have come so close, to have the Tesseract, to have power unlimited power, and for what? A warm light for all ponykind to share? And then to be reminded what real power is." Trixie explained.

"Well, let me know if 'real power' wants a magazine or something." he said walking out of the room.

Meanwhile

In the conference room all the ponies were watching the whole conversation. "She really grows on you doesn't she?" Fluttershy asked.

"Trixie's gonna drag this out. So, Twilight, what's her play?" Applejack asked.

"She has an army called the Changelings. They're not of Canterlot nor any world known. She means to lead them against your kind. They will win her Equestria, in return, I suspect, for the Tesseract." Twilight explained.

"An army, from outer space?" Applejack asked.

"So, she's building another portal. That's why she needs Ms. Cheerilee for." Fluttershy said.

"Cheerilee?" Twilight asked.

"She's an astrophysicist." Fluttershy explained.

"She's a friend." Twilight said.

"Trixie has them under some kind of spell...along with one of ours." Rarity said looking away.

"I wanna know why Trixie let us take her. She's not leading an army from here." Applejack said.

"I don't think we should be focusing on Trixie. You can smell crazy on her." Fluttershy said.

"Have care how you speak. Trixie is beyond reason but she is of Canterlot, and she is my sister." Twilight said defending her.

"She killed eighty ponies in two days." Rarity said.

"She's adopted." Twilight said.

"I think it's about the mechanics. Iridium, what do they need the Iridium for?" Fluttershy asked.

"It's a stabilizing agent." Rainbow Dash said walking in. "Means the portal won't collapse on itself like it did at TIME. No hard feelings point break, you got a mean swing." she said to Twilight. "Also, means the portal can open as wide and stay open as long as Trixie wants. Ah, raise the mizzen mast, ship the topsails." Rainbow asked. The personnel just look at her strangely. "That pony is playing a game!" she said pointing at one of the personnel. "Thought we wouldn't notice, but we did." she is now at the command area of the ship, covering one eye. "How does Whooves even see these?"

"He...turns!" Derpy replied.

"Sounds exhausting!" Dash said as she begins messing with the screens, sticking something to the underside of a desk. "The rest of the raw materials, Agent Pie can get her hands on pretty easily. Only major component she still needs is a power source of high energy density. Something to...kick start the Cube."

"When did you become an expert in t-th-thermo...nuclear as-um astro...physics?" Derpy asked.

"Last night...The packet, Cheerilee's notes, the extraction theory papers...am I the only one who did the reading?" Rainbow Dash asked.

"Does Trixie need any particular kind of power source?" Applejack asked.

"She'd have to heat the Cube to a hundred and twenty million kelvin just to break through the Coulomb barrier." Fluttershy replied.

"Unless, Cheerilee has figured out how to stabilize the Quantum Tunneling effect." Rainbow said.

"Well, if she could do that she could achieve heavy-ion fusion at any reactor on the planet." Fluttershy said.

"Finally. Somepony who speaks English." Dash said with relief.

"Is that what just happened?" Applejack asked everypony confused.

"It's good to meet you, Doctor Fluttershy. Your work on anti-electronic collisions is unparalleled. And I'm a huge fan of the way you...lose control and turn into an enormous green rage monster." Rainbow said.

"Umm...thanks." Fluttershy said.

"Doctor Fluttershy is only here to track the Cube. I was hoping you might join her." Whooves said walking in the room.

"I'd start with that amulet of hers." Fluttershy said.

"It may be magical but it works an awful lot like a HYDRA weapon." Applejack said.

"I don't know about that, but it is powerful like the Cube. And I like to know how Trixie used it to turn two of the sharpest soldiers I know into her personal flying monkeys." Whooves said.

"Monkeys? I do not understand-"

"I do!" Applejack said interupting Twilight. The entire room goes instantly silent, staring at her. "I...I understood that reference."

"Shall we play, Doctor?" Rainbow asked.

"This way, ma'am." Fluttershy said as the two pegasuses walk off.

Later

Both Fluttershy and Rainbow Dash are working on tracking the Cube. Fluttershy is scanning the amulet with a device. "The Gamma readings are definitely consistent with Cheerilee's reports on the Tesseract. But it's gonna take weeks to process." Fluttershy said.

"If we bypass their mainframe and direct route to the Homer cluster we can clock this at around six hundred teraflops." Rainbow said working on a screen.

"All I packed was a toothbrush." Fluttershy said. That made Rainbow Dash giggle a bit.

"You know, you should come by Dash Tower some time. Top ten floors all R and D. You'd love it, it's a candy land." Dash offered.

"Thanks but...last time I was in Manehatten I kind of...um...broke...Harlem." Fluttershy said.

"Well, I promise a stress free environment. No tension, no surprises." Rainbow said before zapping her in the side.

"Ow!" Fluttershy cried.

"Hey!" Applejack shouted at the other side of the room.

"Nothing?" Dash asked Fluttershy. Applejack then approaches her.

"Are you nuts?" Applejack said.

"Jury's out!" she said to Applejack before turning to Fluttershy. "You really have got a lid on it, haven't you? What's your secret? Mellow jazz, bongo drums, huge bag of weed?"

"Is everything a joke to you?" Applejack asked.

"Funny things are." Rainbow replied.

"Threatening the safety of everypony on this ship isn't funny. No offense, Doc." Applejack said.

"No it's alright. I wouldn't have come aboard if I couldn't handle pointy things." Fluttershy said.

"You're tip-toeing. You need to strut." Dash said.

"And you need to focus on the problem, Miss Dash." Applejack said.

"You think I'm not? Why did Whooves call us in? Why now, why not before? What isn't he telling us? I can't do the equation unless I have all the variables." Rainbow explained.

"You think Whooves is hiding something?" Applejack asked.

"He's a spy. Captain, he's the spy. His secrets have secrets. It's bugging her to, isn't it?" Rainbow asked Fluttershy.

"Uh, Aah, I just wanna finish my work here and-"

"Doctor?" Applejack said interrupting her.

"...Sigh...A warm light for all ponykind, Trixie's jab at Whooves about the Cube." Fluttershy explained.

"I heard it." Applejack said.

"Well, I think that was meant for you." Fluttershy said to Rainbow Dash who offers her a blueberry. "Even if Pinkie didn't tell Trixie about the tower, it was still all over the news."

"The Dash Tower? That big ugly-"

Rainbow Dash gives her a look.

"...building in Manehatten?" Applejack asked.

"It's powered by an arc reactor, self-sustaining energy source. That building will run itself for, what, a year?" Fluttershy asked.

"It's just the prototype." Dash said before turning to Applejack. "I'm kind of the only name in clean energy right now, that's what she's getting at."

"So, why didn't TIME bring her in on the Tesseract project? What are they even doing in the energy business in the first place?" Fluttershy asked.

"I should probably look into that as soon as my decryption program finishes breaking into all of TIME's secure files." Rainbow said.

"I'm sorry did you say-"

"JARVIS has been running it since I hit the bridge. In a few hours I'll know every dirty secret TIME has ever tried to hide. Blueberry?" Dash offered.

"Yet you're confused about why they didn't want you around." Applejack said.

"An intelligence organization that fears intelligence? Historically, not awesome." Rainbow explained.

"I think Trixie's trying to wind us up. This is a pony who means to start a war and if we don't stay focused she'll succeed. We have orders, we should follow them." Applejack explained.

"Following's not really my style." Dash said.

"And you're all about style, aren't you?" Applejack asked.

"Out of the ponies in this room, which one is 'A' wearing a spangly outfit and 'B' not of use?" Rainbow asked.

"Applejack, tell me none of this smells a little funky to you?" Fluttershy asked.

"Just find the Cube." Applejack said leaving the lab. As soon as she was out she thought about what Fluttershy said and got suspicious. So she decides to investigate.

"That's the pony my dad never shut up about?" Rainbow Dash asked. "Wondering if they shouldn't have kept her on ice."

"She's not wrong about Trixie, she does have the jump on us." Fluttershy said.

"What she's got is an ACME dynamite kit. It's gonna blow up in her face, and I'm gonna be there when it does." Dash said.

"I'll read all about it." Fluttershy said.

"Mhm, or, you'll be suiting up with the rest of us." Rainbow Dash said.

"Now, you see I don't get a suit of armor. I'm exposed, like a nerve, it's a nightmare." Fluttershy said.

"You know, I lost my wings." she said turning around to reveal that her wings are now stubbs with bandages. "When this happened in the desert. It made me useless. I lost the ability that I ever knew and loved. But with the help of science I built a suit that I could use to fly again. I've also got a cluster shrapnel, trying every second to crawl its way into my heart. This stops it." Rainbow Dash explained tapping the arc reactor on her chest. "This little circle of light. It's part of me now and my suit it's not just armor to me. It's a terrible privilege."

"But you can control it." Fluttershy said.

"Because I learned how and I wouldn't have if I hadn't lost my wings" Rainbow said.

"It's different." Fluttershy said returning to her work.

"Hey!" Rainbow said wipping clean the screen between them. "I read all about your accident. That much Gamma exposure should've killed you."

"So you're saying that the Flutterhulk...the Other Pony...saved my life? That's nice. That's nice sentiment. Saved it for...what?" Fluttershy asked.

"I guess we'll find out." Dash said.

"You may not enjoy that." Fluttershy said.

"And you just might." Rainbow Dash said returning to her work.

**Author's Note: So many questions so little time. Will more questions be answered? Find out next time.**


	8. Put on the Suit

**Author's Note: Well I've been visiting family so I havent been able to update. But now I'm back and now you can enjoy the next chapter.**

Chapter 8: Put on the Suit

We find Spike showing Twilight an image of Applebloom on a computer screen. "As soon as Trixie took the doctor we moved Applebloom. We've got an excellent observatory in Appleboolsa. She was asked to consult there very suddenly yesterday. Handsome fee, private train, very remote. She'll be safe." Spike explained.

"Thank you. It's no accident Trixie taking Cheerilee. I dread what she plans for her once she's done. Cheerilee is a good mare." Twilight said.

"She talks about you a lot. You changed her life. You changed everything around here." Spike said.

"They were better as they were. We pretend on Canterlot that we're more advanced, but we...we come here battling like timberwolves." Twilight said.

"Like what?" Spike asked confused.

"Timberwolves. You know, huge, wooden, sharp teeth. You don't have those?" Twilight asked.

"I don't think so." Spike replied.

"Huh! Well they are repulsive, and they trample everything in their path." Twilight explained before moving over to a large window. "When I first came to Equestria, Trixie's rage followed me here and all the ponies here paid the price. And now again. In my youth I courted war."

"War hasn't started yet. You think you can make Trixie tell us where the Tesseract is?" Dr. Whooves asked.

"I do not know. Trixie's mind is far afield, it's not just power she craves, its vengeance upon me. There's no pain that would prise that need from her." Twilight explained.

"A lot of ponies think that, until the pain starts." Whooves said.

"What are you asking me to do?" Twilight asked.

"I'm asking, what are you prepared to do?" Whooves asked.

"Trixie is a prisoner." Twilight said.

"Then why do I feel like she's the only pony that wants to be here?" Whooves asked.

Meanwhile

Trixie is pacing in the cell. "Hm. There's not many ponies that can sneak up on me." Trixie said as Rarity walks up behind her.

"But you figured I'd come." Rarity said.

"After whatever tortures Whooves can concoct, you would appear as a friend, as a balm. And I would cooperate." Trixie explains.

"I wanna know what you've done to Agent Pie." Rarity said.

"I'd say I've expanded her mind." Trixie answered.

"And once you've won. Once you're queen of the mountain. What happens to her mind?" Rarity asked.

"Is this love, Agent Rarity?" Trixie asked. That made Rarity blush and turn away.

"Love is for children. I owe her a debt." Rarity said.

"Tell me." Trixie said.

"...Before I worked for TIME, I...uh well, I made a name for myself. I have a very specific skill set. I didn't care who I used it for, or on. I got on TIME's radar in a bad way. Agent Pie was sent to kill me, she made a different call and threw me a party." Rarity explained.

"And what will you do if I vow to spare her?" Trixie asked.

"Not let you out." Rarity replied.

"Ah, no. But I like this. Your world in the balance, and you bargain for one pony?" Trixie asked.

"Regime's fall everyday. I tend not to weep over that. I'm a jewel hunter, or I was" Rarity said.

"And what are you now?" Trixie asked.

"It's really not that complicated. I got red in my ledger. I'd like to wipe it out." Rarity said.

"Can you? Can you wipe out that much red? Braeburn's daughter? Brazil? The hospital fire? Pinkie told me everything. Your ledger is dripping, it's gushing red, and you think saving a pony no more virtuous than yourself will change anything? This is the basest sentimentality. This is a filly, a prayer. Pathetic" Trixie said.

Fluttershy and Rainbow Dash both stare at a screen that reads 'ACCESS DENIED' and Rainbow Dash tries to hack in again.

"You lie and kill in the service of liars, and killers."

Derpy runs over to a TIME Agent's computer. Where she sees the message 'VIRUS DETECTED' flashing up on the screen. Then goes over to Dr. Whooves.

"You pretend to be separate, to have your own code."

Applejack opens a container and in it is HYDRA weapons and equipment.

"Something that makes up for the horrors. But they are a part of you, and they will never go away." Trixie slams her hoof against the glass making Rarity jumps back. "I won't touch Pinkie! Not until I make her kill you. Slowly, intimately, in every way she knows you fear. And she'll wake just long enough to see her good work." Rarity turns away from Trixie in horror. "And when she screams I'll split her skull! This is my bargain, you mewling quim!" Trixie said.

Trixie could hear Rarity sobbing with her main hanging low. "You're a monster!" Rarity said quietly.

"Oh, no. You brought the monster." Trixie said.

Rarity lifts her head and turns to face Trixie with her face dry. "So, Fluttershy? That's your play."

"What?" Trixie asked confused.

Rarity puts her hoof into her earpiece. "Trixie means to unleash the Flutterhulk. Keep Fluttershy in the lab, I'm on my way. Send Twilight as well." she said heading out of the room. But before she's out the door she stops and faces Trixie. "Thank you, for your cooperation!" Rarity then skimmers off.

Meanwhile

Dr. Whooves enters the lab Rainbow Dash and Fluttershy are in. "What are you doing, Ms. Dash?" Whooves asked.

"Uh kind of been wondering the same thing about you." Dash said.

"You're supposed to be locating the Tesseract." Whooves said.

"We are, the model's locked and we're sweeping for the signature now. When we get a hit, we'll have the location within half a mile." Fluttershy explained.

"And you'll get your cube back, no muss, no fuss." Rainbow Dash said before noticing something on her screen "What is Phase Two?" Applejack enters the room and slams a large HYDRA gun on the table.

"Phase Two is TIME using the Cube to make weapons." she said before looking at Rainbow Dash. "Sorry, computer was moving a little slow for me."

"Applejack, we gathered everything related to the Tesseract. This does not mean that we're-"

"I'm sorry, Doctor." Rainbow Dash interrupted turning a screen towards Whooves showing a plan for some missile. "What were you lying?"

"I was wrong, Director. The world hasn't changed a bit." Applejack said.

Twilight and Rarity enters and Fluttershy looks to her. "Did you know about this?" Fluttershy asked Rarity.

"You wanna think about removing yourself from this environment, doctor?" Rarity asked.

"I was in Cultcutta, I was pretty well removed." Fluttershy said.

"Trixie's manipulating you." Rarity said.

"And you've been doing what exactly?" Fluttershy asked.

"You didn't come here because I bat my eyelashes at you." Rarity said.

"Yes, and I'm not leaving because suddenly you get a little twitchy. I'd like to know why TIME is using the Tesseract to build weapons of mass destruction." Fluttershy said.

"Because of her." Whooves said pointing at Twilight.

"Me?" Twilight said.

"Last year Equestria had a visitor from another planet who had a grudge match that leveled a small town. We learned that not only are we not alone, but we are hopelessly, hilariously, out-gunned." Whooves explained.

"The ponies of Canterlot want nothing but peace with your planet." Twilight said.

"But you're not the only ponies out there, are you? And, you're not the only threat. The world's filling up with ponies who can't be matched, they can't be controlled." Whooves said.

"Like you controlled the cube!" Applejack said.

"Your work with the Tesseract is what drew Trixie to it, and her allies. It is the signal to all the realms that the Equestria is ready for a higher form of war." Twilight said.

"A higher form?!" Applejack asked shocked.

"You forced our hooves! We had to come up with some-"

"Nuclear deterrent! 'Cause that always calms everything right down." Dash said.

Everypony in the room starts to argue with each other.

* * *

Coming their way were ponies working for Trixie putting on masks and loading their weapons and Pinkie is readying her cannon.

"Transport six-six-five-oh. Please relay your form code. Got you on the computer but not on the data log. What is your haul? Over." the intercom said to the upcoming chariot.

"Arms to ammunition. Over." the pilot said.

* * *

"You speak of control, yet you court chaos!" Twilight said.

"It's his MO, isn't it? I mean, what are we, a team? No, no, no. We're a chemical mixture that makes chaos. We're...we're a time bomb." Fluttershy said afraid.

"You need to step away." Whooves said.

"Why shouldn't she let off a little steam?" Rainbow said.

"You know damn well why! Back off!" Applejack said.

"Oh, I'm starting to want you to make me." Dash said.

"Yeah, big mare in a suit of armor. Take that off, what are you?" Applejack asked.

"Genius, billionaire, flying ace, philanthropist." Rainbow replied.

"I know ponies with none of that worth ten of you. I've seen the footage. The only thing you really fight for is yourself. You're not the pony to make the sacrifice play, to lay down on a wire and let the other pony crawl over you." Applejack said.

"I think I would just cut the wire." Dash said.

"Heh always a way out. You know, you may not be a threat, but you better stop pretending to be a hero." Applejack told her.

"A hero, like you? You're a laboratory experiment, Jack. Everything special about you came out of a bottle." Rainbow Dash said.

That made Applejack smirk. "Put on the suit, let's go a few rounds."

"Hehe you ponies are so petty, and tiny." Twilight said.

"Yeah, this is a team." Fluttershy said sarcastically.

"Agent Rarity, would you escort Dr. Fluttershy back to her-"

"Where? You rented my room!" Fluttershy said getting angry.

"The cell was just-"

"IN CASE YOU NEEDED TO KILL ME. BUT YOU CAN'T, I KNOW, I TRIED!" Fluttershy shouted. She stops and everypony is staring at her. "I got low. I didn't see an end so I put a bullet in my mouth and the other pony spit it out. So I moved on, I focused on helping animals. I was good until you dragged me back into this freak show and put everypony here at risk. You wanna know my secret, Agent Rarity? You wanna know how I stay calm?"

Everypony is watching Fluttershy shocked, while Whooves reached for his gun while Rarity's horn glowed. "Doctor Fluttershy, take off the amulet." Applejack said.

Fluttershy looks down, surprised, to see that she is wearing the amulet. The monitor makes a noise, signaling the Tesseract has been located. Fluttershy then takes off the amulet back on the table and walks over to the screen on the other side of the room.

"Got it!" Whooves said.

"Sorry, kids. You don't get to see my party trick after all." Fluttershy said.

"Hmm." Pinkie said outside about to fire.

"Located the Tesseract?" Twilight said.

"I can get there faster." Rainbow said.

"Look, all of us-"

"The Tesseract belongs in Canterlot, no pony is a match for it." Twilight said interrupting Applejack.

Rainbow Dash turns to leave but Applejack holds her back. "You're not going alone!" Applejack said. Rainbow Dash then smacks her hoof.

"You gonna stop me? Dash asked.

"Put on the suit, let's find out!" Applejack challenged.

"I'm not afraid to hit an old mare." Rainbow said.

"Put on the suit." Applejack dared said.

While they are arguing Fluttershy sees something on the monitor. "Oh my god."

Pinkie kneels down and fires her party cannon at the carrier. The blast destroys one of the engines and the room they were in and everypony in the lab was sent flying in different directions. But both Applejack and Rainbow Dash scramble to their feet near the entry way. "Put on the suit?" Applejack asked.

"Yep." Rainbow Dash said as Applejack helps Rainbow Dash up and they run out of the lab.

**Author's Note: This doesn't look good. Also if anyone is wondering if I ever do Twilight, no not the crappy movie about the vampires, Twilight would meet Applebloom when she first lands in Equestria and as time passes Applebloom would see her as the big sister she never had. What will happen next? Find out next time.**


	9. Well, You're Not Wrong

**Author's Note: Well its Christmas and I want to give you guys something really special, this chapter.**

Chapter 9: Well, You're Not Wrong

Ponies are running around, yelling and grabbing guns while the monitors are beeping wildly. Dr. Whooves gets up, groaning and puts his hoof on his earpiece. "Derpy whats happening!"

"Number Three engine is down and is on fire. The line looks in tact but we can't make repairs while we're in the air. Somepony's gotta get outside and p-patch that engine." Derpy told him.

"Dash, you copy that?" Whooves said in his earpiece.

"I'm on it." Dash replied as she and Applejack run through a dim, debris-filled hall. "Find engine three. I'll meet you there." she said to Applejack. Applejack then peels off as Rainbow Dash approaches a tech room where the Iron Dash suit stands waiting, lit from above in all its glory.

"Spike, initiate defensive lock down in the contingent center. Then get to the armory." Whooves said to in his earpiece. "Rarity!"

Rarity's leg is trapped under a very large pipe. "We're okay!" she said to him.

She looks over to Fluttershy, who is breathing heavy on the floor and her face intense. "Right?" Rarity asked getting nervous.

* * *

Pinkie and her soldiers landed and are making their way across the deck and over to an air vent. Pinkie then signals them to kick in the vent and they do. The grating is kicked in and the soldiers jump down with Pinkie joining them. "Keep that engine down." Pinkie said to three of the soldiers. "Detention, wait for camera to go dark." she said to two of the soldiers. "Stay close." she said to the last one.

* * *

Fluttershy is struggling to suppress her rage, but her face is growing, changing slowly. Rarity is trying her best to set herself free again. "Doctor? Fluttershy, you gotta fight it. This is just what Trixie wants. We're gonna be okay. Listen to me." Rarity told her. "We're gonna be okay. Right? I swear on my life I will get you out of this, you will walk away, and never ever-"

"Your **life?**" Fluttershy said with her voice changing. Fluttershy begins to transform, her eyes glowing green, her face features deforming, her skin turning greenish grey. She throws herself away from Rarity trying to fight it.

"Fluttershy." Rarity said afraid.

Rarity squirms her way out of under the pipes and starts to run, but stops to give one last look at Fluttershy. The transformation completes and she is no longer the shy pony we all know. She gets unsteadily to her feet, and turns to see Rarity.

Rarity turns and runs up the catwalk stairs as the Flutterhulk chases her. She swings over a catwalk, and rolls under a turbine, as the Flutterhulk tears down the stairs. Rarity jumps through small places as the Flutterhulk chases after her. "**ROAAAARRRRRRGGGGGHHHHHHHHH!**"

Trixie hears the Flutterhulk roaring and smiles.

* * *

Doctor Whooves is running to the bridge. "Bring the carrier to a one-eight-zero heading south. Take us to the water." Whooves demanded.

"We're flying blind. Navigation recalibrated after the engine failure." one of the agents said.

"Is the sun coming up?" Whooves asked.

"Yes, sir." the agent replied.

"Then put us on the left. Get us over water. One more turbine goes down then we drop." Whooves said.

* * *

Applejack has just arrived at the damaged engine. "Dash! Dash, I'm here." Applejack shouted.

Iron Dash arrives flying close to the engine. "**Good. Let's see what we got.**" Iron Dash said. Her suit then begins to scan through the different levels of machinery. "I gotta get this super conducting cooling system back online before I can access the rotors, work on dislodging the debris." she said to herself. "**I need you to get to that engine control panel and tell me which relays are in overload position.**" she said to Applejack. Applejack jumps and swings herself over to the control panel and opens it up while Iron Dash works on the engine. "What's it look like in there?" she said through Applejacks earpiece.

"It seems to run on some form of electricity." Applejack said.

"**Well, you're not wrong.**" Iron Dash said.

* * *

Rarity sneaking under an engine. She hears the footsteps and pulls out her gun, holding it ready and she moves out from the pips and walks.

"**ROOOAAAARRR!**" the Flutterhulk roared.

Rarity fires her gun at a pipe over her head and gas shoots out as she runs along a narrow passage as fast as she can, but the Flutterhulk crashed through behind her coming up on her fast and violently, slaps her aside against a wall. She steps towards her. Rarity is groaning unable to get up. The raises a hoof, about to strike, when she is tackled through a wall by Twilight. The two ponies roll into a docking area causing personnel to run out of the room. They both get up and the two circle one another.

The Flutterhulk strikes throwing wild punches as Twilight ducks and weaves. Flutterhulk brings down a hoof and Twilight holds it above her with her magic. "We're not your enemies, Fluttershy! Try to think!" Twilight said.

Flutterhulk then punches Twilight across the room and through a container.

* * *

"Kay, the relays are intact." Applejack said as she pushes the engine control panel back in. "What's our next move?"

"**Even if I clear the rotors, this ****thing won't re-engage without a ****jump. I'm gonna have to get in there ****and push.**" Iron Dash said.

"Well, if that thing gets up to speed, you'll get shredded!" Applejack said.

"**Then stay in the control unit and reverse polarity long enough to disengage maglev and that should-**"

"Speak English!" Applejack said through her earpiece interrupting her.

"**...See that red lever? It'll slow the rotors down long enough for me to get out. Stand by it, wait for my word.**" Rainbow Dash said through her earpiece. Applejack then jumps over to the lever.

* * *

Twilight flies in some stacked containers and slides across the floor on one knee and one leg out. She wipes a little blood from her nose. "**ROOOAAAARRR!**" the Flutterhulk roared. Twilight looks up, grins, makes her horn glow and she raises her hoof. Mjolnir then comes flying through the docking area and Twilight catches it just as the Flutterhulk charges at her and Twilight hits her on the jaw sending her into a chariot.

The Flutterhulk get up and rips the door off the chariot and flings it at Twilight. But she ducks, causing the wing to hit a jeep. Twilight throws Mjolnir and the Flutterhulk catches the hammer but is pulled backwards. She tries to lift the hammer, but it's too heavy for her. Twilight kicks her away, picks up the hammer and wraps her hoofs around the Flutterhulk's neck. She tries swinging Twilight off.

The two ponies then crash through the floor of the Wishbone lab. Twilight was laying on the ground but when she looks up the Flutterhulk grabs her by the throat.

* * *

Doctor Whooves is at the controls. "We need full evac on the lower hangar bed." Whooves said.

Derpy nods and walks up and signals some agents. A small device then rolls over to their feet. "Huh?" Derpy said looking at it.

The device explodes sending agents flying. In the smoke, Trixie's soldiers enter the bridge and Hooves starts knocking most of them out. But one was about to shoot at him, but was stopped when Derpy shoots him in the head.

"We've got perimeter breach. Hostiles are in TIME gear. Call out to every junction." the intercom announced.

Doctor Whooves, Derpy, and other agents are shooting toward Trixie's soldiers. "We've got the Flutterhulk and Twilight on Research Level Four. Levels Two and Three are gone." the intercom announced.

"Sir, the Flutterhulk will tear this place apart!" Derpy said.

"Get her attention." Hooves said.

Derpy then gets down and puts her hoof on her ear. "Escort chariot, proceed to Wishbone and...engage hostile. Don't get too close." she said.

"Copy." a young TIME pilot said as a chariot flies slowly towards the lab where Flutterhulk and Twilight are fighting, seemingly evenly matched. "Target acquired. Target engaged." He fires his guns toward Flutterhulk but the bullets bounce off of her. She roared running at the window and crashes through it, jumping at the chariot. "Target angry. Target angry."

She clings herself to the chariot and tears at it as it swerves in the air. The pilot tries to eject himself but the Flutterhulk grabs him and throws him off to the side. The pilot's parachute opens and the chariot explodes, sending Flutterhulk plummeting down to the ground.

* * *

Iron Dash saws off pieces of debris with a laser and jumps on them, knocking them off the rotors. While a pair of Trixie's soldiers engage, one throws a grenade. Applejack jumps into the air and slaps it away landing back on the carrier and fights them off, standing close to the lever. She ends up throwing one of the soldiers off the carrier. However she is forced over the edge by a gunman and falls almost dropping off the carrier, hanging on by a wire with her teeth. She tries to climb up but the soldier keeps firing at her.

* * *

Whooves is still shooting at the enemies. "They are not getting through here so what the-"

Pinkie fires arrows from above and they explode. She fires another which hits the control panel. Hooves sees her and begins to shoot, while the arrow, having hit a plug, hacks the carrier systems, causing a second engine to malfunction.

"Engine One is now in shutdown." the intercom announced. The carrier tilts dangerously making everypony in the bridge begin rolling.

"Sir, we've lost all power in Engine One." an agent said.

* * *

Rarity is sitting in the carnage of the Flutterhulk's rampage, shaking. "It's Pinkie, she took out our systems. She's headed for the detention lab. Does anybody copy?" Whooves asked. Rarity slowly lifts a hoof to her earpiece.

"This is Agent Rarity. I copy." she said staggering to her feet. Ready.

* * *

Iron Dash is trying to push the rotor.

"Dash, we're losing altitude." Whooves said.

"**Yep, noticed.**" Iron Dash said.

Iron Dash flies in between the rotors and begins to push, slowly picking up speed as sparks fly.

* * *

Twilight runs into the room where Trixie's is and sees the door slide up and she runs over to Trixie, only to go straight through her. Trixie reappears behind her and closes the door, locking Twilight inside. "Are you ever not going to fall for that?"

* * *

Pinkie Pie is walking along a passage catwalk. When Rarity appears behind her and she quickly turns and shoots a bow, which flies by her. She pushes his hoof. Pinkie charges her but Rarity kicks her, then rolls underneath some pipes popping up on the other side of the catwalk, kicking Pinkie in the knee. She shoots another arrow, which Rarity dodges by dropping across to the next passage. Pinkie follows her and they fight along that catwalk. Pinkie tries hitting Rarity with the bow and Rarity pulls on the string. They fight some more, headbutting and punching. Soon they both pull out daggers.

* * *

Twilight hits the cage with her hammer, the cage cracks but it begins to shake off the bolts and shudders.

"Heh the ponies think us immortal. Shall we test that?" Trixie asked.

"Move away, please?" Spike ordered her carrying an unfeasibly large gun. Trixie does what she's asked and steps back from the panel. "Do you like this?" Spike asked pointing at the gun. "We started working on the prototype after you sent the Ursa. Even I don't know what it does. Do you wanna find out?"

Spike prepares to fire the weapon when Trixie disappears and reappearing behind him and thrusting the point of her horn through Spike's chest. Making him drops to the floor.

"NO!" Twilight shouted.

Trixie then returns to the panel, opening the chute and pressing the button which sends the cell, and Twilight, falling from the carrier.

The cell keeps falling, flipping all over the place. Twilight was trying desperately to break free from the cell, swinging Mjolnir at the glass sides as she plummets, twisting and turning, through the air. She then braces herself against a wall and launches across the space, crashing through the glass and just before the cell slams into the ground.

* * *

Rarity and Pinkie are still fighting. Rarity grabs Pinkie's hoof and thrusts it back. Pinkie groans as she throws the dagger to his free hoof. Rarity grabs that hoof too but Pinkie hoists her against a wall. Pinkie then grabs Rarity's hair and pulls, exposing her neck to her dagger. Rarity sinks her teeth into her hoof and Pinkie let go, trying to force her down when she spins, throwing Pinkie into the railing. She falls to the ground, groaning, then looks up. "Rarity!" Pinkie said surprised.

Rarity then sends Pinkie a left hook.

* * *

Trixie smiles at what she has accomplished and turns to leave.

"You're going to lose." Spike said. That made Trixie stop.

"Am I?" Trixie asked.

"It's in your nature." Spike replied.

"Your heroes are scattered, your floating fortress falls from the sky. Where is my disadvantage?" Trixie asked.

"You lack conviction." Spike said.

"I don't think I-"

Spike fires the weapon, which shoots a blast of fire sending Trixie flying through a wall.

"So that's what it does." Spike said.

* * *

The carrier is still falling. Iron Dash is attempting to kick-start the engine by manually moving the huge rotors. She pushes the blades, flying faster and faster until they start spinning on their own and the ship levels off. "**Cap hit the lever!**" Iron Dash said to Applejack.

"I need a minute here!" Applejack said still hanging from the side of the ship by a power cord.

"**Lever! Now!**" Iron Dash said. Soon Applejack was able to haul herself up.

Iron Dash is then pushed back up against one of the rotors, now spinning too fast for her to escape.

"Uh-oh." she said in her mask.

Iron Dash is sucked into the blades and is spun wildly around before Applejack manages to pull the lever and she is able to fly out. She manages to right herself and flies back to the ship, taking out the gunman shooting at Applejack.

* * *

Spike is slumped on the floor with the gun in his lap. Whooves enters and kneels down by him. "I'm sorry boss. She rabbited." Spike said dying.

"Just stay awake. Eyes on me." Whooves said.

"Oh I'm clocking out here." Spike said.

"Not an option." Dr. Whooves said.

"It's okay, boss. This was never gonna work...if they didn't have something...to-"

His stops breathing and Hooves stands to let the medical team through. He then leans against the railing.

"Agent Spike is down." Whooves said to his earpiece.

"A medical team is on its way to your location." a medical pony said.

"They're here...They called it." Whooves said.

Meanwhile

A chariot takes off. Inside it is Trixie, who is smiling at what she did.

**Author's Note: Now that Trixie has escaped and destroyed most of TIME's headquarters what will they do next? Find out next time.**


	10. You've Got a Serious Condition

**Author's Note: Sorry I couldn't update yesterday stuff in my personal life got the best of me. But enough about that here's the next chapter.**

Chapter 10: You've Got a Serious Condition

At the conference hall Applejack, Rainbow Dash, Derpy, and Dr Whooves are gathered at a table in silence. Whooves pulls out some blood stained cards. "These were in Spike's jacket...Guess he never did get you to sign them." Whooves said throwing them on the table in Applejack's direction, who sadly, stares at them. "We're dead in the air up here. Our communications, location of the cube, Fluttershy, Twilight...I got nothing for you. Lost my one good eye...Think I had that coming." Whooves said heading towards Rainbow Dash and Applejack.

"Yes...we were going to build an arsenal with the Tesseract...I never put all my chips on that number, though, because I was playing something even riskier...There was an idea, Dash knows this...called the Avengers Initiative." That got Rainbow Dash to look up. "The idea was to bring together a group of remarkable ponies, see if they could become something more...See if they could work together when we needed them to, to fight the battles that we never could...Spike died still believing in that idea, in heroes." Rainbow Dash couldn't take anymore that she got up and walked out of the room. "Well...it's an old-fashioned notion."

Meanwhile

Fluttershy wakes up in a pile of rubble in a warehouse where she sees a security guard standing over her. "You okay? You fell out of the sky." the guard asked.

"I'm fine. D-did I...h-hurt anypony?" Fluttershy asked.

"There's nopony around here to get hurt. You did scare the hell out of some pigeons though." the guard said.

"Oh. I guess that was lucky." she said sad.

"Actually it might have been just good aim. You were awake when you fell." the guard said.

"You saw?" Fluttershy asked afraid.

"The whole thing, right through the ceiling. Big and green. Let me tell you, you've got a serious condition." the guard said. Fluttershy flies out from the pile of rubble. "So, which one is it?"

"Sorry?" Fluttershy asked confused.

"Are you a big pony that gets all little, or a little pony that sometimes blows up large?" the guard asked.

"You know...I'm not even sure." Fluttershy replied.

"You got somewhere to go?" the guard asked.

"Yes. Umm no." That made the guard look at her confused. "Yes." Fluttershy answered.

"I'd expect some confusion of the mind, since your body's kind of all over the place, but it has to be one or the other." the guard explained gesturing Fluttershy to follow him.

"I know where I could do the most good, but it's where I can do the most harm." Fluttershy said.

"Well, that's no different from any other pony." the guard said. "I think your mind's already made up. You should go where your needed. The rest of you will follow." the guard said.

Meanwhile back at what remains of TIME headquarters

We find Pinkie strapped to a hospital bed with Rarity sitting by her as she strains against the bonds, breathing hard and shaking her head.

"Pinkie, you're gonna be alright." Rarity told her.

"Hi Rarity. **(Oh no!)** What happened? Why does my head hurt?" Pinkie asked.

"You were under Trixie control and destroyed most of our headquarters but your better now." Rarity said.

"Yayyy I'm better." Pinkie said. "Can you let me out now."

"No! You gotta level out, it's gonna take time." Rarity said.

"Aww but I wanna be let out. **(Come on Pinkie stick with your lines.) **Oh sorry. Ok...Umm. You don't understand. Have you ever had somepony take your brain and play? Pull you out and stuff something else in? You know what it's like to be unmade?" Pinkie said.

"You know that I do." Rarity said.

"Why am I back? How did you get her out?" Pinkie asked.

"Cognitive recalibration." Rarity said.

"Huh?" Pinkie was confused.

"I hit you really hard in the head." Rarity said.

"Oh. Thanks." Pinkie said.

Rarity then begins to remove the strap restraints.

"Rarity, did I miss any parties while I was out? **(Pinkie!)** I mean how many agents did I-"

"Don't. Don't do that to yourself, Pinkie. This is Trixie. This is monsters and nothing we were ever trained for." Rarity explained.

"Did Trixie get away?" Pinkie asked.

"Yeah. I don't suppose you know where?"

"Beats me. Didn't need to know and I didn't want to know. **(Pinkie!)** I mean...I didn't ask. She's gonna make her play soon though. I'm guessing...today." Pinkie said.

"We gotta stop her." Rarity said.

"Yeah? Wait, who's we?" Pinkie asked.

"I don't know. Whoever is left." Rarity said.

"Well, maybe if I throw a party we can get more ponies to help. **(Pinkie focus!) **I mean if I put an arrow through Trixie's eye socket I'd sleep better...I suppose." Pinkie said.

"Now you sound like you." Rarity said.

"But you don't. You're a jewel hunter, not a spy. **(Come on Pinkie stick with your lines) **Fine." Pinkie said irritated. "You're a spy, not a soldier. Now you want to wade into a war. Why? What did Trixie do to you?"

"She didn't, I just..." Rarity said not able to say anything.

"Rarity."

"I've been compromised. I got red in my ledger. I'd like to wipe it out." Rarity said.

* * *

Rainbow Dash is standing near the place where Spike died and Applejack walks near her. "Was he married?" Applejack asked.

"No. There was a uh...cellist, I think." Rainbow said.

"I'm sorry. He seemed like a good dragon." Applejack said.

"He was an idiot." Dash said.

"Why? For believing?" Applejack asked.

"For taking on Trixie alone." Rainbow said.

"He was doing his job." Applejack said.

"He was out of his league. He should have waited. He should have-"

"Sometimes there isn't a way out, Rainbow Dash." Applejack said.

"Right. How did that work for him?" Dash said.

"Is this the first time you've lost a soldier?" Applejack asked.

"We are not soldiers" Rainbow snapped. "I'm not marching to Whooves's fife."

"Neither am I. He's got the same blood on his hooves that Trixie does, but right now we gotta put that behind us and get this done. Rainbow Dash's eyes drift down at the blood stain on the wall. "Now Trixie needs a power source, if we can put together a list-"

"She made it personal." Dash said.

"That's not the point." Applejack said.

"That is the point. That's Trixie's point. She hit us all right where we live. Why?" Rainbow asked.

"To tear us apart." Applejack replied.

"Yeah, divide and conquer is great but...she knows she has to take us out to win, right? That's what she wants. She wants to beat us, she wants to be seen doing it. She wants an audience." Dash explained.

"Right. I caught her act in Ponyville." Applejack said.

"Yeah. That's just previews, this is..this is opening night. And Trixie, she's a full-tail diva. She wants flowers, she wants parades, she wants a monument built to the skies with her name plaster..." she stopped realizing where Trixie is. "Son of a bitch."

* * *

"Time to go." Applejack said entering the room where Rarity and Pinkie are in.

"Go where?" Rarity asked.

"I'll tell you on the way. Can you fly one of those jets?" Applejack asked.

Pinkie walks out of the restroom, raising her hoof. "Oh! I can! I can!"

Applejack looks at Rarity, who nods in assurance. "Got a suit?" Applejack asked.

"Yeah." Pinkie said.

"Then suit up." Applejack said.

"Yay were going to a party!" Pinkie celebrated. **(...You know what, say whatever you want I don't even care anymore)**

Meanwhile

We find Twilight in a field making her way over to Mjolnir. But she hesitates to pick it up, fearing that she is not worthy. But after a while she lifts Mjolnir and summons a bolt of lightning with her horn. The field grows dark, with clouds and her armor slowly begins to fly on her.

Meanwhile back at TIME headquarters

Captain Equestria, White Widow and Pinkeye walk onto the chariot. "Hey, your all not authorized to be in here." the agent in the chariot said.

"Son, just don't!" Captain Equestria said.

* * *

"Uh sir." Derpy said heading towards Hooves.

"Agent Derpy." Whooves said.

"Those cards...they were in Spike's locker, not in his jacket." Derpy said.

"They needed the push." Whooves told her.

"We've got unauthorized departure from Bay Six." the intercom announced.

"They found it. Get our communications back up, whatever you have to do. I want eyes on everything." Whooves ordered.

"Yes, sir." Derpy said.

**Author's Note: Well Pinkie's back personally I'm glad she's back to her former self. Where is Trixie located? Find out next time.**


	11. We Have a Flutterhulk

**Author's Note: Well since I can't come up with anything clever today here's the next chapter.**

Chapter 11: We Have a Flutterhulk

Iron Dash is flying toward the city of Manehatten with her suit is losing power, but she continues to make her way to Dash Tower. When she arrives she sees Cheerilee, preparing to activate the device that will open the portal.

"Ma'am, I turned off the arc reactor. The device is already self-sustaining." JARVIS informed her.

"**Shut it down, Dr. Cheerilee.**" Iron Dash ordered.

"It's too late! She can't stop now. She wants to show us something! A new universe." Cheerilee answered.

"**Okay.**" Iron Dash said firing her repulsors at the device, but the Tesseract deflects it, sending the energy outwards, knocking Cheerilee out and Iron Dash back.

"The barrier is pure energy. It's unbreachable." JARVIS said.

"**Yeah, I got that.**" Iron Dash said looking down to see Trixie on the platform outside the penthouse. "**Plan B.**"

"Ma'am, the Mark Seven is not ready for deployment." JARVIS told her.

"Then skip the spinning rims, we're on the clock." Dash answered in her suit as she lands and as her suit is deconstructed, she walks through into the tower penthouse, watching Trixie carefully. As soon as she's inside the tower, Trixie walks inside as Rainbow Dash goes behind her bar.

"Please tell me you're going to appeal to my good side." Trixie said.

"Uh actually, I'm planning to threaten you." Rainbow corrected her.

"You should have left your armor on for that." Trixie told her.

"Yeah, it's seen a bit of mileage. You've got the uh blue stick of destiny. Would you like a drink?" Dash asked.

"Stalling me won't change anything." Trixie said.

"No, no, no threatening. No drink? You sure? I'm having one." Dash said.

"The Changelings are coming, nothing will change that. What have I to fear?" Trixie asked.

"The Avengers." Rainbow replied. That Trixie stare at her confused. "It's what we call ourselves, sort of like a team. 'Equestria's Mightiest Heroes' type of thing."

"Oh, I met them." Trixie said.

"Yeah, takes us a while to get any traction, I'll give you that one. But, let's do a head count here. Your sister, the goddess of thunder, a super soldier, a living legend who kind of lives up to the legend, a pony with breath-taking anger management issues, a couple of master assassins, and you, big fella, you've managed to piss off every single one of them." Dash explained putting on a pair of bracelets on her forearms.

"That was the plan." Trixie said.

"Not a great plan. When they come, and they will, they'll come for you." Rainbow said heading towards her.

"I have an army." Trixie said.

"We have a Flutterhulk." Dash said.

"Oh, I thought the beast had wandered off." Trixie said.

"You're missing the point. There's no throne, there is no version of this, where you come out on top. Maybe your army comes and maybe it's too much for us, but it's all on you. Cause if we can't protect the Equestria, you can be damned well sure we'll avenge it." Rainbow informed her.

"How will your friends have time for me?" Trixie heads towards her. "When they're so busy fighting you?" she uses uses her horn to hit Rainbow Dash chest.

***Clink***

The tip of her horn hits the arc reactor and nothing happens. "Huh?"

***Clink***

Trixie does the same thing again and the same thing happens. "This usually works." Trixie said.

"Well, performance issues. You know?" Trixie grabs Rainbow Dash by the throat and throws her across the room.

"JARVIS, anytime now." Dash said. Trixie grabs Rainbow Dash again but this time with her magic.

"You will all fall before me." Trixie said.

"JARVIS. Deploy." Rainbow Dash ordered.

Trixie then sent Rainbow Dash crashing through the window, and plummeting toward the ground. Behind Trixie, a case holding the Mark Seven suit goes rocketing past her and after Rainbow Dash. It catches up to her and scanned her bracelets. As soon as it was locking into it, the case began to change shape, wrapping itself around Rainbow Dash, until it finally attached to her and she became Iron Dash. She manages to stop her fall moments before she hits the ground and flies back up to Trixie at the window.

"**And there's another one you ****pissed off! His name is Spike.**" Iron Dash said firing a repulsor blast at Trixie knocking her down. As soon as she did that the device shoots a stream of blue energy at the sky, opening a portal where the Changeling army fly through. "**Right! Army.**" Iron Dash flies towards the incoming army, shooting as much as she can while many manage to pass through her and lay havoc on the city.

Trixie walks out on the pad, with her robes materializing as she looks out over the chaos below. Suddenly, Twilight lands on the lower platform.

"Trixie, turn off the Tesseract or I'll destroy it!" Twilight threatened.

"You can't. There is no stopping it. There is only the war!" Trixie said.

"So be it." Twilight said. Trixie then leaps at Twilight and the two begin to fight, a blast from Trixie's horn sending one of the letters of DASH falling to the ground.

Meanwhile

"Dash, we're on a three heading north east." Rarity said through her earpiece.

"**What, did you stop for drive-thru? Swing that park, I'm gonna lay 'em out for you.**" Iron Dash said.

"Ma'am, we have more incoming." JARVIS told her.

"**Fine. Let's keep them occupied.**" Iron Dash said flying faster.

The chariot flies near Trixie and Twilight who are still fighting. "Rarity! I can't tell which ones which." Pinkeye said.

"Dont worry I got this." White Widow said about to fire. But Trixie spots the chariot and blasts it with her horn and it catches on fire. Twilight sees this, gets angry and tackling Trixie to the ground as the chariot falls to the ground. As soon as it fell to the ground the three ponies got out of the chariot unharmed.

"We gotta get back up there." Captain Equestria said. She freezes as they see a giant dragon wearing armor, carrying a bunch of Changelings, flying through the portal. "Dash, are ya seeing this?"

"**Seeing? I'm still working on believing. Where's Fluttershy? Has she shown up ****yet?**" Iron Dash asked.

"Fluttershy? No." Captain Equestria replied.

"**Just keep me posted.**" Iron Dash said flying after the dragon. "**JARVIS, find me a soft spot.**"

* * *

"Look at this! Look around you! You think this madness will end with your rule?" Twilight asked.

"It's too late. It's too late to stop it." Trixie said.

"No. We can, together." Twilight said.

Trixie gave her a small smile then stabbed Twilight with gut with a knife.

"Sentiment!" Trixie said. Feeling betrayed Twilight gets back up and shoots a powerful blast of magic magic at Trixie, knocking her amulet of her neck. She then rolls herself off the edge of the building, only to land on one of the flying changelings and leaves Twilight on the building.

* * *

"We've got ponies trapped in the buildings." Pinkeye said. Trixie then flies over them on a changeling.

"Trixie." Captain Equestria said getting mad. "They're fish in a barrel down there."

White Widow gets up and fires a blast from her horn at an incoming group of Changelings. "We got this. It's good. Go!" she said.

"You think you can hold them off?" Captain Equestria asked Pinkeye.

"Oki Doki Loki." Pinkeye said. Captain Equestria then goes. Pinkeye grabs her arrows and starts shooting Changelings in the head. With White Widow firing at them with her horn.

"Just like Budapest all over again!" White Widow said.

"I don't really remember Budapest being like this." Pinkeye said.

* * *

"It's gonna be an hour before they scramble the National Guard." a rookie asked.

"National Guard!" The two duck to avoid a Changeling blast. "Does the army know what's happening here?" Vigilance asked.

"Do we?" the rookie asked.

Captain Equestria jumps down on the chariot in front of them. "You need ponies in these buildings." she said pointing at the buildings. "There are ponies inside and they can be running right into the line of fire. You take them to the basement or through the subway, but keep them off the streets. I need a perimeter as far back as 39th."

"Why the hell should I take orders from you?" Vigilance asked.

Two Changelings attack Captain Equestria and she fights them off easily then turns back to the two cops.

"I need ponies in those buildings, lead any pony inside down and away from the streets." Vigilance said. He then took out his radio. "We're gonna set up a perimeter all the way down to 39th street." he said through his radio.

* * *

Iron Dash fires a stream of ammunition at the Dragon, which turns to follow her.

"**Well I got its attention. What the hell is step two?**" Iron Dash asked flying away.

* * *

Pinkeye, White Widow and Captain Equestria are fighting Changelings left and right until they were completely surrounded. Then Twilight drops down from the tower and kills the Changelings with a bolt of lightning.

"What's the story upstairs?" Captain Equestria asked.

"The power surrounding the cube is impenetrable." Twilight answered..

"**Twilight is right, we gotta deal with these guys.**" Iron Dash said through their earpieces.

"How do we do this?" White Widow asked.

"As a team." Captain Equestria replied.

"I have unfinished business with Trixie." Twilight said.

"Hey! Get in line. I'm dealing with her first." Pinkeye said.

"Save it." Captain Equestria told her. "Trixie's gonna keep this fight focused on us and that's what we need. Without her these things could run wild. We got Dash up top, she's gonna need us to-"

"E-excuse me…" Fluttershy interrupted, arriving at the scene. Captain Equestria and the others walk over to her and Fluttershy lands on the ground, surveying the damage. "Oh my...this all seems horrible."

"I've seen worse." White Widow said.

"Sorry." Fluttershy apologized.

"No, we could...use...a little worse." White Widow said.

"Dash, we got her." Captain Equestria said through her earpiece.

"**Fluttershy?**" Iron Dash asked.

"Just like you said." Captain Equestria said.

"Then tell her to suit up. I'm bringing the party to you." Rainbow Dash said.

"A party! Yay! I love parties!" Pinkeye said.

Iron Dash flies around a corner and towards the group, followed closely by the dragon.

"I-I don't see how that's a party." White Widow said.

As the dragon approaches Fluttershy turns and begins to walk towards it.

"Doctor Fluttershy, now might be a really good time for you to get angry." Captain Equestria said.

"That's my secret, Cap." Fluttershy turns to her. "I'm always angry."

Fluttershy transforms into the Flutterhulk and punches the dragon in the face, causing the dragons whole body propelling upwards and its armor cracking open.

"**Hold On!**" Iron Dash blasts a missile at the dragon and it explodes.

That made the Changelings cry out in anger at the ponies.

"**AAAARRRRRRGGGGGHHHHHHHHH!**" the Flutterhulk roared as the Avengers stand in a circle. Pinkeye nocks an arrow, Twilight readies her hammer, White Widow's horn glows, Captain Equestria puts on her shield and Iron Dash hovers above them, landing next to the Flutterhulk. They all stood ready to fight.

Trixie looks at them with anger in her eyes. "Send the rest!" Trixie ordered and more dragons and hundreds of Changelings fly through the portal.

"Uh girls?" White Widow said.

"**Call it, Captain.**" Iron Dash said.

"Alright, listen up. Until we can close that portal up there, we're gonna use containment. Pinkie, I want you on that roof, eyes on everything. Call out patterns and strays. Dash, you got the perimeter. Anything gets more than three blocks out, you turn it back or you turn it to ash." Captain Equestria said.

"Hey can you give me a lift?" Pinkeye asked.

"**Right. Better clench up, Legolas.**" Iron Dash said grabbing Pinkie and flies her up to the top of a building.

"Weeee!" Pinkeye said enjoying herself.

"Twilight! You gotta try and bottleneck that portal, slow em down. You got the lightning, light the bastards up." Captain Equestria said.

Twilight then flies up to the tallest building.

"You and me, we stay here on the ground, keep the fighting here." she said to White Widow. "And Flutterhulk!" Flutterhulk turns around facing Captain Equestria. "Smash!"

Flutterhulk grins, then leaps off, taking out dozens of warriors that are on the sides of the buildings. Some by grabbing them, smashing them, and throwing them. Flutterhulk then flies across the air and slaps a flying Changeling out of the air.

* * *

Twilight lands at to the top of the Chrysler building and summons a bolt of lightning. She then sends it shooting out towards the portal, taking out Changelings and dragons.

**Author's Note: Now the fights getting started. Will The Avengers defeat Trixie and the Changelings? Find out on the final chapter.**


	12. We'll Need Them To

**Author's Note: Well here we are the final chapter to this story. Now I'll admit I had no idea how this would have turned out but looking at the whole thing completed I think it looks pretty great. So before you finish reading this story I would like to answer a review.**

**Flutter Night: Yep pretty much. I'm glad you enjoyed.**

**Well I wont keep you waiting any longer so here's the conclusion to The Avengers.**

Chapter 12: We'll Need Them To

Doctor Whooves is at his command center watching live footage of the battle, when Derpy interrupts him.

"Sir...The council is on." Derpy said.

Meanwhile

Pinkeye is on top of a building, firing relentlessly at Changlings. "Dash. You gotta lot of fans on your tail. I think they want your autograph." Pinkeye said through her earpiece.

"**Just trying to keep them off the streets.**" Iron Dash said. A troop of Changelings are following her as she flies above the streets.

"Well they can't bank worth a damn." Pinkeye shoots at Changelings behind her back without looking and one of them explodes. "Find a tight corner."

"**I will roger that.**" Iron Dash said. She flies by Pinkeye who fires at the Changelings, blowing them up. Iron Dash swerves behind two Changleings and fires at them. Then she continues taking a series of quick turns as the Changelings quickly drop, crash, or follow her. "**Oh boy.**" she goes flying through a tunnel and turns tightly at the end, sending the last few Changlings crashing into a building. "**Nice call. What else you got?**"

"Well, Twilight's having a party with a bunch of them down on 6th." Pinkeye said.

"**And she didn't invite me!**" Iron Dash said.

* * *

Elsewhere, a dragon was approaching an office building and the ponies inside look terrified. But on the other side of the building Flutterhulk is charging through the building, jumping through the window and pulling the dragon away from the building.

* * *

Captain Equestria and White Widow are both fighting Changelings but White Widow could only handle so much. "Captain, none of this is gonna mean a damn thing if we don't close that portal." White Widow said.

"Our biggest guns couldn't touch it." Captain Equestria said.

"Well, maybe it's not about guns." White Widow said.

"You wanna get up there, you're gonna need a ride." Captain Equestria said.

White Widow glances up, seeing Changeling crafts fly past her. "I got a ride." She then makes her way over to the other side of the overpass. "I could use a boost though."

"You sure about this?" Captain Equestria asked readying her shield in front of her.

"Yeah, it's gonna be fun!" White Widow replied.

She then runs at Captain Equestria shield, who uses all her shield to boost her up just in time for her to cling into one of the crafts. White Widow climbs aboard the craft, kicks the Changelings out of it, and assumes control. Other Changelings notice though, and attack her.

Two crafts come up on White Widow, firing at her. She swerves to avoid them. The crafts are soon blasted away by Iron Dash, who fires away at a fleet behind her. Iron Dash then takes a turn, coming up on the overpass, where she knocks Changelings over and lands by Captain Equestria, who is fighting and kicking Changeling. She then lifts her shield and Iron Dash reflects a repulsor blast off the shield, taking out the surrounding Changelings. She then flies up the side of a building, hitting more Changelings. While at the top of the building Pinkeye was firing into the head of a Changeling. Suddenly two blast are fired at her but they miss and she returns a shot by firing an arrow. The arrow hits the Changeling controlling the craft sending it in collision with a dragon.

On the dragon is the Flutterhulk who is fighting off changelings. Who is then joined by Twilight and she takes on Changelings with the Flutterhulk. When Flutterhulk breaks a piece of the dragon's armor off, Twilight uses Mjolnir to summon lightning and drive the metal into the dragon's head. Causing the dragon to crash into the ground.

As Twilight and Flutterhulk get off the dragon and stand together, breathing heavily, Flutterhulk punches Twilight far away.

* * *

"Captain, the bank on 42nd, past Madison. A squadron made hostages in there." Pinkeye said through her earpiece.

"I'm on it." Captain Equestria said running.

In the bank, a group of ponies are surrounded by three armed Changelings. One of the Changelings prepare to throw a grenade, when he's hit square in the face with a shield. Captain Equestria then snaps the neck of one of them and throws him into the pit.

"Everypony clear out!" Captain Equestria shouted before being grabbed by a Changelings, who she fights and breaks free. She then sees the first Changeling grabbing the grenade again, about to throw at her. Captain Equestria quickly grabs her shield, as the grenade blows up on the Changeling's hand, the explosion sends her through the window and onto a chariot with her mask pulled back from her face. She stands silently while police lead the ponies out of the building.

Meanwhile

"Director Whooves. The council has made a decision."

"I recognize the council has made a decision, but given that it's a stupid ass decision, I've elected to ignore it." Whooves said to the council.

"Director, you're closer than any of our subs, you scramble that chariot-"

"THAT IS THE ISLAND OF MANEHATTAN, Councilmare. Until I'm certain my team can't hold it, I will not order a nuclear strike against Manhattan." Whooves told the council.

"If we don't hold them in the air, we lose everything."

"I'd send that bird out, we already have." Whooves said hanging up on them.

Meanwhile

White Widow is on board a Changeling craft. She is shot at from behind and turns to see Trixie, on another craft, following behind. "Oh you!" she said. "Pinkeye!"

"Hey Rarity, what are you doing?" Pinkeye asked.

"Uh, a little help!" White Widow asked.

"Dont worry Rarity, I got her." Pinkeye nocks an arrow, waiting for White Widow and Trixie to come by. She fires and Trixie uses her magic to catch the arrow inches from her face and looks first at it, then at Pinkeye, smirking.

"Really you think a small arrow will defeat m-"

The arrow explodes, sending Trixie crashing onto the platform at the top of Dash Tower.

White Widow jumps off the craft landing on the roof of Dash Tower.

Trixie gets up about to go after White Widow when Flutterhulk leaps up, grabbing her and throwing her through the window of the penthouse.

"**ROOOAAAARRR!**" Flutterhulk roared as she moved towards Trixie.

"ENOUGH!" Trixie shouted getting up. "You are all beneath me! I AM GODDESS, YOU DULL CREATURE, AND I WILL NOT BE BULLIED BY-"

Flutterhulk grabs Trixie by her leg and smashes her into the floor on every angle possible again and again and again, she then throws her aside.

"**Puny Goddess.**" Flutterhulk said walking away.

Trixie just stays on the floor while she whimpers in pain.

* * *

White Widow walks toward the Tesseract.

"The amulet." a voice said. White Widow turns and walks over to Ms. Cheerilee.

"Doctor." White Widow said.

"Trixie's amulet, the energy...the Tesseract can't fight. You can't protect against yourself." Cheerilee said.

"It's not your fault. You didn't know what you were doing." White Widow said.

"Well, actually I think I did. I built in a safety to cut the power source." Cheerilee explained.

"Trixie's amulet." White Widow said.

"It may be able to close the portal. And I'm looking right at it." Cheerilee said pointing down to the penthouse's balcony.

* * *

Twilight is aboard a craft, fighting Changeling. The craft swerves when a dragon crashes through a building, followed closely by Iron Dash, who is shooting at it with lasers. "Ma'am, we will lose power before we penetrate that shell." JARVIS told her. Iron Dash pulls away from the dragon and flies fast.

"**JARVIS, you ever hear the tale of Jonah?**" Iron Dash asked.

"I wouldn't consider him a role model." JARVIS replied.

Iron Dash's knee plates open, pushing out blades. She is heading directly toward the dragon's mouth and then flies through it. Blowing up the dragon's insides and out the tail end. She crashes to the ground but gets to her feet, only to be shot down again by Changelings.

* * *

Pinkeye is attacked by warriors on the rook. She reaches for an arrow, but her quiver is empty. "Oops out of arrows." she said. She instead uses her bow to fight them off. Looking up at the sky and seeing hundreds of approaching her, she pulls a single arrow from the body of a Changeling and changes its head with the push of a button on her bow.

The Changelings fire and Pinkeye leaps off the building as it explodes, twisting in mid-air, then firing the arrow. Its head opens up into a grappling hook which attached to the side of the building. Pinkeye swings from the wire still attached to her bow and crashes through a window into a lower floor of the building.

* * *

Flutterhulk s being attacked by Changelings, but she throws them off and turns her attention to the sky, where dozens of Changelings are flying over her, "**AARRRRGGGHH!**" she roared. Then Changelings all fire at once and Flutterhulk is encompassed in smoke and flame.

Meanwhile

Derpy notices something on her command center.

"SIR, WE HAVE A BIRDY IN MOTION!" Derpy told Dr. Whooves. He then starts to run out of the bridge. "Anypony on the deck we have a rogue birdy. We need to stop that birdy! Repeat, take out that birdy!" she said through her earpiece.

Dr. Whooves runs onto the deck with a missile launcher and fires, taking the chariot out. However a second chariot takes off and Whooves lifts his gun but it is too far. Dr. Whooves then goes inside and closes the door to the deck. "Dash, you hear me? You have a missile headed straight for the city." Whooves said through his earpiece.

"**How long?**" Iron Dash asked still on the ground.

"Three minutes. Max. This thing can wipe out mid-town." Whooves told her.

"**JARVIS, put everything we got into the thrusters.**" Iron Dash ordered.

"I just did." JARVIS said. Iron Dash then blasts away the Changelings surrounding her and flies off elsewhere.

* * *

Applejack and Twilight catch their respective hammer and shield. As they both turn and fight off Changelings. But Applejack is shot in the chest and drops to the ground. Twilight then sends a chariot rolling towards some of them and them throws Mjolnir in the other direction. After that she helps Applejack to her feet.

"You ready for another bout?" Twilight asked.

"What, you getting sleepy?" Applejack asked.

* * *

White Widow puts on Trixie's amulet while Cheerilee is setting up her equipment. "Right at the crown!" she said pointing to the device.

White Widow then shoots a beam from her horn that went through the barrier surrounding the cube. "I can close it. Can anypony copy? I can shut the portal down!" White Widow said.

"Do it!" Applejack replied through her earpiece.

"**No, wait.**" Iron Dash said.

"Dash, these things are still coming!" Applejack told her.

"**I got a nuke coming in, it's gonna blow in less than a minute. And I know just where to put it.**" Iron Dash said.

Iron Dash then flies towards the missile, and grabs hold of it as she begins to redirect it toward the city.

"Dash, you know that's a one way trip." Applejack said.

"**Save the rest for the turn J.**" she said to JARVIS.

"Ma'am, shall I try Miss Scootaloo?" JARVIS asked.

"...Might as well." Rainbow Dash replied quietly. She then goes at top speed, redirects the missile, barely missing Dash Tower, and pushes it up towards the portal. Until rest of the Avengers couldn't see her. Iron Dash then lets the nuke go as all the lights in her suit go out.

"Sorry, Miss-"

Iron Dash watches as the missile hits the Changelings mother ship and it explodes.

The Changelings collapse, and the dragons that were controlled fell from the sky.

Rainbow Dash's eyes close as she falls slowly toward the portal.

* * *

"Come on, Dash." Rarity said.

Applejack can't take her eyes off the portal, waiting for Rainbow Dash to come back, but she sees the explosion coming closer and couldn't wait any longer. "Close it." Applejack said.

Rarity then blasts the heart of the device. The beam then disappears and the portal begins to close. But just as it was almost completely closed Iron Dash falls through the portal.

"Son of a biscuit!" Applejack said looking up. She soon realizes that she was plummets to the ground.

"She's not slowing down." Twilight said opening her wings to help her.

Flutterhulk then jumps and catch her out of the air, sliding down the side of a building and crashes to the ground. Flutterhulk then throws Iron Dash off her and Twilight and Applejack run over. Twilight pulls off Iron Dash's face plate and Applejack listens for a heartbeat, then sees the arc reactor is not glowing. Applejack then gives up on trying figuring out the armor, and lowers her head in silence.

"**ROOAAAARRRRRRGGGGGHHHHHHHHH!**"

Rainbow Dash then opens her eyes her eyes in shock, gasping and looking around.

"**ROOAAAARRRRRRGGGGGHHHHHHHHH!**"

"What the hell? What just happened? Please tell me nopony kissed me." Rainbow Dash said.

"...We won." Applejack said with a smile on her face.

"Alright, Hey. Alright. Good job, everypony. Let's just not come in tomorrow. Let's just take a day. You ever tried shawarma? There's a shawarma joint about two blocks from here. I don't know what it is, but I wanna try it." Rainbow Dash said still on the ground.

"We're not finished yet." Twilight said.

"Okay! Then shawarma after?" Rainbow Dash said.

* * *

Trixie is crawling over to a stair thinking that she can escape. "Ahem."

That made her turn to see the Avengers surrounding her. All of them looking at her with death stares.

"Uhh...If it's all the same to you...I'll have that drink now." Trixie said.

* * *

**And so The Avengers saved Equestria from Trixie and the Changelings. And after that incident in Manehatten word spread about them to every city about what they're capable of. But where are they now.**

**Rainbow Dash continued on to making her suit better, faster and stronger.**

**Fluttershy continued on helping animals.**

**Rarity and Pinkie Pie left the team...together.**

**Twilight returned back to Canterlot taking Trixie and the Tesseract with her.**

**Applejack went back to finding out where she belongs in the world.**

**But what happened to Doctor Whooves well...**

"Where are the Avengers?"

"I'm not currently tracking their whereabouts. I'd say they've earned a leave of absence." Dr. Whooves said to the council.

"And the Tesseract?"

"The Tesseract is where belongs...out of our reach." Dr. Whooves said.

"That's not your call."

"I didn't make it. I just didn't argue with the goddess that did." Whooves told them.

"So you let her take it and the war criminal Trixie, who should be answering for her crime."

"Oh I think she will be." Whooves said.

"I don't think you understand what you've started. Letting The Avengers loose on this world. They're dangerous."

"They surely are, and the whole world knows it. Every world knows it!" Whooves said.

"Was that the point in all this? A statement."

"A promise." Whooves said before he leaves the room. Derpy then approaches him.

"Uh sir, how does it work now? They've gone their separate ways, some really extremely far away. We get into a situation like this again...what happens then?" Derpy asked as both her and Whooves make their way across the bridge.

"They'll come back!" Whooves replied arriving at the air deck.

"Are you really sure about that?" Derpy asked.

"I am." Whooves said.

"Why?" Derpy asked.

"Because we'll need them to." Whooves answered leaving Derpy standing there not getting it. But she decided leave her commanding officer alone, looking at the horizon.

Meanwhile

Both Rainbow Dash and Scootaloo are looking at plans for a new tower. Soon Rainbow Dash goes outside and looks at the top of her tower, to the side where her name used to be. The DASH sign was almost completely destroyed in the battle. But there was only one letter remaining 'A'.

**Author's Note: Well I hope you guys enjoyed the MLP:FIM version of The Avengers. Well just because the story is over doesn't mean I'm done with it yet. You know me as the guy who likes to put in the post credits so yeah go check that out on the next chapter for that. It sort of like an extra for you.**


	13. Post Credits

**Author's Note: These are really just the post credits. If you seen the trailers you know that I would also put the post credit in after the trailer was done. So here they are.**

In space Queen Chrysalis is kneeling at the feet of another. "Ponies, they are not the cowering wretches we we're promised. They stand. They are unruly and therefore cannot be ruled." she said.

Her master rises from his throne, and she kneels both in reverence and fear.

"To challenge them, is to court...Death." she said.

Her master turn his head towards her, showing his green red eyes. He then smiles.

**(Well I just gave you a huge spoiler for the next one. Okay here's the last post credit scene.)**

The Avengers are sitting around a table eating in silence. While the workers are cleaning up the destroyed restaurant.

**Author's Note: Now wasnt that great. Well I want to thank you guys and I hope you enjoyed this. I am also planning on doing the next Avengers movie. But for the ones about one of the characters I'm not sure yet. But it is a possibility. I guess now the only thing to do now is to explain why I made who what and why.**

**Rainbow Dash: I picked Rainbow Dash to play Tony Stark because I thought that both she and him shared the same ego. So yeah I don't think I don't need to explain anymore of her.**

**Fluttershy: Well I picked her to play Bruce Banner because well if you seen the episode Putting Your Hoof Down when she became new Fluttershy it was like she was a completely different pony. So I thought she would be a really good pick for the Hulk.**

**Applejack: Well if you read her trailer I think I already explained it. But I personally think her and Steve Rogers fit perfectly.**

**Twilight: Well I think she would have been the best Thor. For those of you who disagree hear me out. Both her and Thor came from 2 different worlds unknown to them. Twilight going to Ponyville and Thor going to earth. When it came to these two I think making her Thor was the best choice.**

**Rarity: Well I don't really think I need an explanation but I guess I can give you one. I feel that both these characters really don't do much for the team. But on certain occasions they both can be really useful. Like when Rarity beat those Diamond Dogs and Black Widow beating up those Russians both of them were both captured and they were both able to defeat them on their own. So I guess that's my explanation.**

**Pinkie Pie: Well...she was the only one left and she wanted a part and...um...combining both Hawkeye and Pinkie Pie name to make Pinkeye was really cool. Yeah...I'll move on now.**

**Doctor Whooves: Okay I'll admit I could have made Nick Fury Shining Armor and kept the name S.H.I.E.L.D. But hear me out I think he would have been better playing Heimdall if I ever do the movie Twilight, no not the crappy movie about the vampires. But I personally think Doctor Whooves would have been a better Nick Fury and naming the Agency T.I.M.E was interesting.**

**Author's Note: Well those are my reasons. I guess all I can really say now is expect the next Avengers fanfic to be out...whenever the movie comes out.**


End file.
